DEF 14A of ESAB Corp

Filed Mar 29, 2024 · FY20230001877322-24-000072

Open on EDGAR

Table of Contents
| PAY VERSUS PERFORMANCE | 65 | | EQUITY COMPENSATION PLAN INFORMATION | 70 | | DELINQUENT SECTION 16(A) REPORTS | 71 | | PROPOSAL 3: APPROVAL OF NAMED EXECUTIVE OFFICERS’ COMPENSATION, ON A NON-BINDING ADVISORY BASIS (“SAY-ON-PAY”) | 72 | | Why You Should Approve Our Executive Compensation Program | 72 | | Vote Required | 72 | | Board Recommendation | 72 | | BENEFICIAL OWNERSHIP OF OUR COMMON STOCK | 73 | | GENERAL MATTERS | 75 | | Outstanding Stock and Voting Rights | 75 | | Stockholder Proposals and Nominations | 77 | | Delivery of Documents to Stockholders Sharing an Address | 77 | | Additional Information | 78 | | Other Matters | 78 | | ANNEX | 79 |
Executive Compensation (page 52)
Executive Compensation (page 52) We strive to create a compensation program for our associates, including our executives, that provides a compelling and engaging opportunity to attract, retain and motivate the industry’s best talent. We believe this results in performance-driven leadership that is aligned to achieve our financial and strategic objectives with the intention to deliver superior long-term returns to our stockholders. Our compensation program includes the following key features: ■We directly link rewards to performance and foster a team-based approach by setting clear objectives that, if achieved, we believe will contribute to our overall success; ■We emphasize long-term stockholder value creation by using stock options and performance-based restricted stock units (“PRSUs”), in combination with a robust stock ownership policy, to deliver long-term compensation incentives while minimizing risk-taking behaviors that could negatively affect long-term results; ■We set annual incentive plan operational and financial performance targets based on the results of our Board’s strategic planning process and corporate budget, and provide payouts that vary significantly from year-to-year based on the achievement of those targets; and ■We believe the design of our overall compensation program, as well as our internal controls and policies, serve to limit excessive risk-taking behavior, as described further on page 43.
Board of Directors
Board of Directors The names of each director nominee and director continuing in office, their ages as of March 29, 2024, principal occupations, employment and other public company board service during at least the last five years, periods of service as a director of the Company, and the experiences, qualifications, attributes and skills of each nominee or director are set forth below:
Nominees for Director
Nominees for Director Class II Directors, New Term Expiring in 2026
Nominees for Director
| PATRICK W. ALLENDER | | | Age 77 Director since: 2022 INDEPENDENT Committees: ■Audit (Chair) ■Nominating and Corporate Governance Key skills: ■Senior leadership experience ■Public company board experience ■Broad international experience ■M&A/capital markets experience ■Related industry experience ■Organizational management experience ■Finance/accounting/risk management experience | Patrick W. Allender is the former Executive Vice President and Chief Financial Officer of Danaher Corporation, a global science and technology company, where he served from 1987 until his retirement in 2007. Prior to joining Danaher, Mr. Allender was an audit partner with a large international accounting firm. Mr. Allender is a director of Brady Corporation, where he is a member of the audit and corporate governance committees and the chairman of the finance committee. Mr. Allender served as a director of Enovis from May 2008 until the Separation. Qualifications: Mr. Allender has substantial experience in financial reporting, risk management, strategy development and execution and business transformation gained from a 20-year career at Danaher Corporation. Mr. Allender’s almost 15 years of service on the Enovis board of directors give him a deep familiarity of our Company’s history and EBX, allowing him to provide targeted insight on the nature of ESAB’s operations to our Board. |
Nominees for Director
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Nominees for Director
| RHONDA L. JORDAN | | | Age 66 Director since: 2022 INDEPENDENT Committees: ■Compensation and Human Capital Management (Chair) ■Nominating and Corporate Governance Key skills: ■Public company board experience ■Broad international experience ■M&A/capital markets experience ■Human capital management experience ■Sales/marketing experience ■Innovation experience ■Organizational management experience ■Corporate social responsibility experience | Rhonda L. Jordan served as President, Global Health & Wellness, and Sustainability for Kraft Foods Inc., a food manufacturing and processing conglomerate, until 2012 and in that role led the development of Kraft’s health & wellness and sustainability strategies and plans for the company, including marketing, product development, technology, alliances and acquisitions. Prior to being named President, Health & Wellness in 2010, she held positions as President of Kraft’s Cheese and Dairy business unit and its Grocery unit. She also served as Senior Vice President, Global Marketing of Kraft Cheese and Dairy. Ms. Jordan is a director of Ingredion Incorporated, where she is chair of the compensation committee, and the private company Bush Brothers & Company, where she is Lead Director. Ms. Jordan served as a director of Enovis from February 2009 until the Separation. Qualifications: Ms. Jordan’s management and operations experience within a large, global corporation gives her an important strategic voice in Board deliberations, and her knowledge and decision making with respect to business unit development and sustainable top-line performance makes her a valued member of our Board. Ms. Jordan also brings an important perspective from her service of other public company boards, including her long tenure as a director of Enovis, as well as her background in developing sustainability strategies. |
Continuing Directors
Continuing Directors Class I Directors, Current Term Expiring in 2026
Continuing Directors
| MITCHELL P. RALES | | | Age 67 Director since: 2022 INDEPENDENT CHAIRMAN OF THE BOARD Committees: ■None Key skills: ■Senior leadership experience ■Public company board experience ■Broad international experience ■M&A/capital markets experience ■Related industry experience ■Organizational management experience | Mitchell P. Rales is a co-founder of Enovis and served as a director of Enovis from its founding in 1995 until his retirement from the Enovis Board in May 2023. Mr. Rales is a co-founder and has served as a member of the board of directors of Danaher Corporation, a global science and technology company, since 1983, and as Chairman of Danaher’s Executive Committee since 1984. Mr. Rales served as a member of the board of directors of Fortive Corporation, a diversified industrial growth company that was spun off from Danaher in 2016, from 2016 to June 2021. He has been a leader in a number of private business entities with interests in manufacturing, technology and high growth companies for over 25 years. Qualifications: The strategic vision and leadership of Mr. Rales helped create the foundation for our Company. His critical guidance to ESAB, both before and after its separation from Enovis, facilitates its continued development and growth. In addition, Mr. Rales helped create the Danaher Business System, on which EBX is modeled. As a result of Mr. Rales’ substantial ownership stake in ESAB, he is well- positioned to understand, articulate and advocate for the rights and interests of ESAB’s stockholders. |
Continuing Directors
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Continuing Directors
| STEPHANIE M. PHILLIPPS | | | Age 72 Director since: 2022 INDEPENDENT Committees: ■Compensation and Human Capital Management Key skills: ■Public company board experience ■M&A/capital markets experience ■Technology/IT experience | Stephanie M. Phillipps was a partner at Arnold & Porter, an international law firm, from 1984 until her retirement in 2019. While at Arnold & Porter, Ms. Phillipps advised wireless, cable, satellite, media, and internet service providers on a broad range of transactions, mergers and acquisitions, and regulatory issues. She also advised clients on real estate and corporate governance issues. From January 2021 until December 2022, Ms. Phillipps served on the board of directors and nominating and corporate governance committee of Empowerment and Inclusion Capital I Corp. Ms. Phillipps currently serves as a senior advisor to Grain Management LLC, Treasurer and board member of the Clara Elizabeth Jackson Carter Foundation, co-founder and board member of the Harvard Law School Black Alumni Network, board member of The Ellington Fund and the Ellington School, and founder and Chief Executive Officer of Genkast LLC. Qualifications: Ms. Phillipps brings to the Board strong experience providing strategic and legal advice to large, global corporations on a variety of complex transactions and corporate governance matters. Ms. Phillipps’s ability to comprehend dynamic business models as well as her substantial experience with mergers and acquisitions, technology-driven transactions and regulatory issues offer key insights to our Board. The Board also benefits from her broad corporate governance experience gained through her service on public and private company boards. | | DIDIER TEIRLINCK | | | Age 67 Director since: 2022 INDEPENDENT Committees: ■Audit Key skills: ■Public company board experience ■Broad international experience ■Related industry experience ■Innovation experience ■Organizational management experience ■Finance/accounting/risk management experience ■Corporate social responsibility experience | Didier Teirlinck retired from Ingersoll Rand, a diversified industrial manufacturing company, in September 2018. He has been a strategic advisor to the CEO of Ingersoll Rand since 2017, and previously served from November 2013 as executive vice president for Ingersoll Rand’s Climate segment, overseeing climate businesses around the world and enhancing competitive position and market share. After joining Ingersoll Rand in 2005, Mr. Teirlinck served as president of Climate Control in Europe before becoming President of the global Climate Solutions sector in 2009. Before joining Ingersoll Rand, he was President of Volvo Construction Equipment’s Compact Business Line worldwide and was previously general manager of DANISCO Flexible Group for southern Europe. Mr. Teirlinck served as a director of Enovis from September 2017 until the Separation. Qualifications: Mr. Teirlinck’s international operating history and wealth of knowledge in the climate sector brings key geographic and market experience to our Board. The Company benefits from his broad experience in sales and corporate responsibility as well as knowledge of manufacturing operations. Mr. Teirlinck’s long career in industrial environments gives him a unique and valuable perspective with respect to continuous improvement, lean manufacturing and implementing business operating systems. Mr. Teirlinck also has public- company board experience and a long-term familiarity with our business due to his prior service on the board of directors of Enovis. |
Continuing Directors
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Continuing Directors
Class III Directors, Current Term Expiring in 2025
Continuing Directors
| MELISSA CUMMINGS | | | Age 48 Director since: 2022 INDEPENDENT Committees: ■Audit Key Skills: ■Broad international experience ■Related industry experience ■Sales/marketing experience ■Technology/IT experience ■Innovation experience ■Corporate social responsibility experience | Melissa Cummings served as Executive Vice President in several capacities at Westinghouse Electric Company from June 2020 until June 2023. Most recently, she was Executive Vice President of Strategic Marketing for Westinghouse Electric Company, a leading energy company where she was responsible for strategy, product management, and digital initiatives for nuclear and non-nuclear plant operations products and services, prior to Westinghouse’s acquisition in 2023. Prior to joining Westinghouse, she worked with Signant Healthcare as an executive consultant from December 2019 to June 2020, supporting business profitability, strategic planning, and operational transformation efforts. Ms. Cummings previously served as Senior Vice President of Digital Solutions and Services at Baker Hughes from 2016 to December 2019 and has also held leadership positions with GE and ABB, driving digital and technology solutions for industrial customers around the world. Qualifications: Ms. Cummings brings to the Board significant marketing, strategy and innovation experience as a result of her tenure as a senior executive at leading industrial companies. The Company also benefits from her technology innovation expertise, as Ms. Cummings offers an important perspective on cybersecurity as well as digital and technology solutions in industrial sectors. | | ROBERT S. LUTZ | | | Age 66 Director since: 2022 INDEPENDENT Committees: ■Audit Key Skills: ■Broad international experience ■M&A/capital markets experience ■Related industry experience ■Finance/accounting/risk management experience | Robert S. Lutz has been with Danaher Corporation, a global science and technology company, since 2002 and has served as its Senior Vice President, Finance since January 2022 in an advisory role to Danaher’s global finance organization. Prior to this role, Mr. Lutz served as Danaher’s Chief Accounting Officer from March 2003 through December 2021. In that role, Mr. Lutz was responsible for Danaher’s internal and external financial reporting as well as Danaher’s maintenance of internal controls. Prior to being named Chief Accounting Officer, Mr. Lutz was Vice President, Audit & Reporting at Danaher from 2002 to March 2003. Prior to joining Danaher, Mr. Lutz held various positions, including partner, for more than 20 years at a large international accounting firm. Qualifications: Mr. Lutz’s responsibility for leading the accounting operations and financial reporting functions of a global, multi-industry publicly-traded company for almost twenty years enables him to bring extensive audit, financial reporting and corporate governance experience to our Board. He also offers a valuable perspective due his deep experience with the Danaher Business System. |
Continuing Directors
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Continuing Directors
| SHYAM P. KAMBEYANDA | | | Age 53 Director since: 2022 INDEPENDENT Committees: ■None Key Skills: ■Senior leadership experience ■Public company board experience ■Broad international experience ■Related industry experience ■Sales/marketing experience ■Innovation experience ■Organizational management experience ■Finance/accounting/risk management experience | Shyam P. Kambeyanda has been President and Chief Executive Officer of ESAB since May 2016 and was Executive Vice President of Enovis from December 2019 until the Separation. As the leader of ESAB, Mr. Kambeyanda has overseen the growth of the fabrication technology business, expanding ESAB’s global operations, improving financial performance and driving EBX throughout the business. Prior to joining Enovis, Mr. Kambeyanda most recently served as the President Americas for Eaton Corporation’s Hydraulics Group. Mr. Kambeyanda joined Eaton in 1995 and held a variety of positions of increasing responsibility in engineering, quality, e- commerce, product strategy, and operations management in the United States, Mexico, Europe and Asia. Mr. Kambeyanda maintains a keen international perspective on driving growth and business development in emerging markets. Mr. Kambeyanda also serves on the board of directors and Audit Committee of Veralto Corporation, a global leader in essential water and product quality solutions that was spun off from Danaher Corporation in October 2023. Qualifications: As our President and Chief Executive Officer, Mr. Kambeyanda has a broad understanding of the Company’s business as well as a deep familiarity with EBX. Mr. Kambeyanda has demonstrated leadership qualities, knowledge of our operations and industry and a long-term strategic perspective. In addition, he has many years of international and domestic industrial experience, including in sales and innovation. | | RAJIV VINNAKOTA | | | Age 53 Director since: 2022 INDEPENDENT Committees: ■Nominating and Corporate Governance (Chair) ■Compensation and Human Capital Management Key Skills: ■Senior leadership experience ■Public company board experience ■Human capital management experience ■Innovation experience ■Organizational management experience | Rajiv Vinnakota has served as President of the Institute for Citizens & Scholars (formerly the Woodrow Wilson National Fellowship Foundation), a 75 year-old non- profit organization that has played a significant role in shaping higher education, since July 2019. With an expanded mission, Citizens & Scholars is now rebuilding how we develop citizens in our country. From 2015 to September 2018, he was an Executive Vice-President at the Aspen Institute, leading a division focused on youth and engagement. Prior to this role, Mr. Vinnakota was the Co-Founder and Chief Executive Officer of The SEED Foundation, a non-profit educational organization, at which he served from 1997 to 2015. Mr. Vinnakota was the chairman of The SEED Foundation board from 1997 until 2006. Prior to co-founding SEED, Mr. Vinnakota was an associate at Mercer Management Consulting. He was also a trustee of Princeton University from 2004 until 2007 and a member of the Executive Committee of the Princeton University board of directors from 2006 to 2007, and he served as the national chairman of Annual Giving at Princeton from 2007 until 2009. Mr. Vinnakota has served as a director of Enovis since May 2008. Qualifications: Mr. Vinnakota brings to the Board broad leadership experience in areas such as human capital and organizational management. His experience in the non-profit sector also provides him with valuable perspective on important public policy, societal and economic issues relevant to our Company. Mr. Vinnakota’s engagement with leaders across the non-profit landscape (philanthropists, policymakers, practitioners, researchers, and young people ages 14-24) gives him constant understanding of key social issues, ideological debates and educational needs in our society. Mr. Vinnakota’s almost 15 years of service on the Enovis board of directors give him board-level experience on matters such as corporate governance and executive compensation and a deep familiarity of our Company’s history. |
Continuing Directors
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Continuing Directors
■CORPORATE GOVERNANCE
Contacting the Board of Directors
■DIRECTOR COMPENSATION Our Board, at the recommendation of our Compensation and Human Capital Management Committee, sets the compensation program for non-employee directors. The Compensation and Human Capital Management Committee reviews this program on a periodic basis and recommends director compensation levels based on its evaluation of competitive levels for director compensation, utilizing data drawn from our current list of peer companies and its reasoned business judgment. See “Role of Compensation Consultants and Peer Data Review” on page 51. Our non-employee Board members, other than the Chairman of the Board, receive the following: ■an annual cash retainer of $90,000, paid in four, equal installments following each quarter of service; ■an annual equity award valued at $145,000, calculated under the same valuation approach applied in determining our annual equity grants as described in “Compensation Discussion and Analysis—Additional Compensation Information —Equity Grant Practice,” and awarded in connection with our annual meeting of stockholders, 50% of which consists of restricted stock units (“RSUs”) that vest after one year of service on the Board and the remaining 50% of which consists of stock options, which are fully vested upon grant and exercisable for a seven-year term; and ■a $20,000 annual retainer for service as the Chair of our Audit Committee and a $15,000 annual retainer for service as the Chair of our Compensation and Human Capital Management Committee or our Nominating and Corporate Governance Committee. Directors do not receive an initial equity grant at the time of their election or appointment to the Board, but instead receive a pro-rated annual equity award based on days of service during their initial year as a member of the Board. Mr. Rales, our non-executive Chairman of the Board, is entitled to receive an annual cash retainer of $1 and does not receive any other cash fees or the annual equity award described above. The Board has also approved a stock ownership policy for our directors. Each director is required to own shares of our common stock (including shares issuable upon exercise of stock options and shares underlying RSUs) with a value equal to five times the annual cash retainer within five years of joining the Board. All of our directors are within the initial five-year grace period. As of the date of this Proxy Statement, all of our directors were in compliance with our stock ownership policy, having acquired the required number of shares or having more time to do so. Further, our Board has adopted a policy prohibiting any director (or executive officer) from hedging ESAB common stock or pledging as security under any obligation any shares of ESAB common stock that he or she directly or indirectly owns and controls (other than shares already pledged as of the Separation), and providing that pledged shares of ESAB common stock do not count toward our stock ownership requirements. The Board has adopted a Director Deferred Compensation Plan which permits non-employee directors to elect to receive deferred stock units (“DSUs”) in lieu of their annual cash retainers and committee chairperson retainers. A director who elects to receive DSUs receives a number of units determined by dividing the cash fees earned during, and deferred for, the quarter by the closing price of our common stock on the date of the grant, which is the last trading day of the applicable quarter. A non-employee director also may convert director RSU grants to DSUs under the plan. DSUs granted to our directors convert to shares of our common stock after termination of service from the Board, based upon a schedule elected by the director in advance. If a director elects to receive DSUs, the director will receive cash dividends on such DSUs to the extent such dividends are issued on our common stock. We also reimburse all directors for travel and other necessary business expenses incurred in the performance of their services on our Board and the committees thereof in accordance with our expense reimbursement policies in effect from time to time and extend coverage to them under our directors’ and officers’ indemnity insurance policies. The table below sets forth information regarding compensation paid to our non-employee directors during 2023. Mr. Kambeyanda is a member of the Board but does not receive any additional compensation for his services as a director. Table of Contents
DIRECTOR COMPENSATION FOR 2023
DIRECTOR COMPENSATION FOR 2023
DIRECTOR COMPENSATION FOR 2023
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) (3) | Option Awards ($)(4) | Total ($) | | Mitchell P. Rales | 1 | — | — | 1 | | Patrick W. Allender | 110,000 | 72,500 | 72,500 | 255,000 | | Melissa Cummings | 90,000 | 72,500 | 72,500 | 235,000 | | Christopher M. Hix | 90,000 | 72,500 | 72,500 | 235,000 | | Rhonda L. Jordan | 105,000 | 72,500 | 72,500 | 250,000 | | Robert S. Lutz | 90,000 | 72,500 | 72,500 | 235,000 | | Stephanie M. Phillipps | 90,000 | 72,500 | 72,500 | 235,000 | | Didier Teirlinck | 90,000 | 72,500 | 72,500 | 235,000 | | Rajiv Vinnakota | 105,000 | 72,500 | 72,500 | 250,000 |
DIRECTOR COMPENSATION FOR 2023
(1)Messrs. Allender, Hix, Lutz and Teirlinck and Ms. Phillipps elected to receive DSUs in lieu of all or a portion of their annual cash retainers and committee chairperson retainers. DSUs convert to shares of our common stock after termination of service from the Board, based upon a schedule elected by the director in advance. During 2023, the amount of DSUs received in lieu of annual cash retainers and committee chairperson retainers by these directors was as follows: Mr. Allender—1,590, Mr. Hix—1,301, Mr. Lutz— 1,301, Mr. Teirlinck—1,301 and Ms. Phillipps—652. DSUs received for these cash retainers are considered “vested” and thus are not reflected in the table below. (2)Amounts shown in the “Stock Awards” column represent the grant date fair value for stock awards granted to each director during 2023, as computed pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 (“FASB ASC Topic 718”). See Note 18 to our consolidated financial statements for the year ended December 31, 2023, included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 29, 2024. The amounts reflect the grant date fair value of the 2023 annual grant of 1,236 RSUs made to each director on May 11, 2023, which vest in full on the first anniversary of the grant date. (3)Messrs. Allender, Hix, Lutz and Teirlinck and Mses. Cummings, Jordan and Phillipps elected to receive DSUs in lieu of all or a portion of their RSUs, which were awarded in connection with the 2023 annual grant. These DSUs will vest in full on May 11, 2024 in accordance with the vesting schedule applicable to the underlying RSUs. DSUs convert to shares of our common stock after termination of service on the Board, based upon a schedule selected by each director in advance. (4)Amounts represent the aggregate grant date fair value for options to purchase 3,853 shares of our common stock granted to each director in connection with the 2023 annual grant, as computed pursuant to FASB ASC Topic 718. See Note 18 to our consolidated financial statements for the year ended December 31, 2023, included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 29, 2024. The director stock options are fully vested upon grant and exercisable for a seven-year term. As of December 31, 2023, the aggregate number of unvested stock awards and unexercised options outstanding held by each of our non-employee directors was as follows:
DIRECTOR COMPENSATION FOR 2023
| Name | Restricted Stock Units | Stock Options | | Mitchell P. Rales | — | — | | Patrick W. Allender | 1,236 | 26,107 | | Melissa Cummings | 1,236 | 8,601 | | Christopher M. Hix | 19,381 | 8,601 | | Rhonda L. Jordan | 1,236 | 24,407 | | Robert S. Lutz | 1,236 | 8,601 | | Stephanie M. Phillipps | 1,236 | 8,601 | | Didier Teirlinck | 1,236 | 22,707 | | Rajiv Vinnakota | 1,236 | 17,129 |
DIRECTOR COMPENSATION FOR 2023
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DIRECTOR COMPENSATION FOR 2023
Proposal 2:Ratification of Selection of Independent Registered Public Accounting Firm We are asking our stockholders to ratify the Audit Committee’s selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. The Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of our independent auditors. Ernst & Young LLP has served as our independent auditor since its appointment in 2021. Although stockholder ratification is not required, the appointment of Ernst & Young LLP is being submitted for ratification as a matter of good corporate practice with a view towards soliciting stockholders’ opinions which the Audit Committee will take into consideration in future deliberations. If the selection is not ratified, the Audit Committee will consider whether it is appropriate to select another registered public accounting firm. Even if the selection is ratified, the Audit Committee in its discretion may select a different registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders. The Board of Directors and the Audit Committee believe that the retention of Ernst & Young LLP as the Company’s independent auditor is in the best interests of the Company and its stockholders. Representatives for Ernst & Young LLP are expected to be present at the Annual Meeting, will have the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions.
Executive Summary
Executive Summary
Executive Summary
| Named Executive Officers |
Executive Summary
The following discussion provides details regarding our executive compensation program and the compensation of our named executive officers (the "NEOs") in 2023 and should be read together with the compensation tables and related disclosures set forth under the section heading “Executive Compensation." Our NEOs for 2023 are:
Executive Summary
| Name | Title | | Shyam P. Kambeyanda | President and Chief Executive Officer | | Kevin J. Johnson | Executive Vice President, Chief Financial Officer | | Olivier Biebuyck | President, Fabrication Technology | | Curtis E. Jewell | Senior Vice President, General Counsel and Corporate Secretary | | Eleanor L. Lukens | President, Americas |
Executive Summary
Mr. Biebuyck served as President, EMEA until February 2023 when he was appointed President, Fabrication Technology. Table of Contents
Executive Summary
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Executive Summary
| Our Purpose, Values and Compensation Philosophy |
Executive Summary
ESAB is a purpose-driven company focused on Shaping the world we imagineTM through innovation and continuous improvement. We are guided by this Purpose and the following core Values: Table of Contents
Executive Summary
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Executive Summary
Shared success. We’re there for our customers’ triumphs and challenges, knowing our success is a direct reflection of our ability to create solutions that work for them. Helping each other win. We collaborate as a team to achieve our shared vision – bringing the right people together to explore creative solutions, build on each other’s ideas, and hold ourselves accountable. Always improving. Continuous improvement is at the core of our business management system, ESAB Business Excellence. We never settle for “good enough” and are constantly pursuing innovative solutions to make real progress. Every voice valued. We’re diligent about creating an inclusive, welcoming culture that values every perspective - because real progress depends on diversity, empathy, and mutual respect. Purposeful leadership. We lead with heart and purpose because we take pride in our work and believe in its impact. We build strong leaders who meet challenges head on, celebrate wins, and learn from every obstacle. These Values shape our culture, our work and our compensation philosophy and practices. Consistent with our Purpose and Values, our executive compensation program links compensation to Company and individual performance while aligning the long-term interests of management with those of our stockholders. We strive to create a compensation program for our associates, including our executives, that provides a compelling and engaging opportunity to attract, retain and engage the best talent. We believe that our compensation programs motivate performance- driven leadership that is aligned to achieve our financial and strategic objectives with the intention to deliver superior long- term returns to our stockholders. Utilizing this philosophy, our executive compensation program has been designed to:
Executive Summary
| Link rewards to performance and foster a team-based approach | Each executive has clear performance expectations and must contribute to our overall success rather than solely to objectives within his or her primary area of responsibility. | | Align the performance responsibilities of executives with the long-term interests of stockholders | Our executive compensation program emphasizes long-term stockholder value creation by using predominantly stock options and PRSUs to deliver long-term compensation incentives that also, together with our minimum stock ownership policy, minimize risk-taking behaviors that could negatively affect long-term results. | | Provide transparency through simplicity of design and practices | We provide three main elements in our compensation program–base salary, annual incentive cash bonuses, and long-term incentives–with an appropriate blend of purposes and incentives linked to easily understood objectives, as described further on page 56. |
Executive Summary
ESAB delivered an extraordinary performance during its first full fiscal year as an independent public company. Quarter- over-quarter, the Company demonstrated strong organic growth, margin expansion and cash flow. ESAB reported core adjusted earnings per diluted share of $4.46, core adjusted EBITDA of $482.7 million, core sales of $2.6 billion and free cash flow of $304.5 million for the year ended December 31, 2023. Over the course of 2023, our ESAB Business Excellence system (EBX) and product line simplification initiatives continued to fuel growth and efficiency within our businesses. We strengthened our fabrication technology and gas control portfolios through bolt-on acquisitions, entering into a definitive agreement to acquire Sager and completing our acquisition of Therapy Equipment. In September, the Company participated in the Fabtech and Essen trade shows and unveiled new cutting-edge equipment and automation solutions at each of these events. In December, we hosted our 2023 Investor Day in New York City and introduced our long-term strategic plan for creating a focused premier industrial compounder. These consistently strong results were reflected in the Company's stock price. ESAB's one-year total shareholder return for 2023 was 84.6%. In comparison, the one-year total shareholder return for the S&P 500 Index in 2023 was 24.2%. We achieved and exceeded many of our internal corporate financial and operational goals, leading to an overall corporate annual cash bonus achievement under the ESAB Incentive Plan of 142%. Further, the Board or the Compensation and Human Capital Management Committee took the following compensation- related actions during 2023: •Continued Focus on Long-Term Performance The Compensation and Human Capital Management Committee approved an annual equity grant to each of our NEOs during 2023 comprised of: (i) 25% in the form of stock options that vest in equal installments over a three-year period following their grant, subject to continued service on each applicable vesting date, (ii) 25% in the form of RSUs that vest in equal installments over a three-year period following their grant, subject to continued service on each applicable vesting date, and (iii) 50% in the form of PRSUs that cliff vest based on achievement of certain Company metrics following the conclusion of a three-year Table of Contents
Executive Summary
performance period. These awards are intended to keep our executive team focused on the long-term strategic success of the Company and reinforce the alignment between executive officer and stockholder interests. •Updated Clawback Policy Upon the recommendation of the Compensation and Human Capital Management Committee, the Board adopted a compensation clawback policy in compliance with NYSE listing standards and applicable SEC rules. The clawback policy requires our Board to recover certain incentive-based compensation erroneously awarded to our executive officers in the event the Company is required to prepare an accounting restatement of its financial statements due to material non-compliance with financial reporting requirements. •Peer Group Aligned with Company Profile The Compensation and Human Capital Management Committee modified the Company’s peer group in order to better align ESAB’s revenue and market capitalization with the median of the updated group. See “Role of Compensation Consultants and Peer Data Review” on page 51.
Executive Summary
| Element of Compensation | Purpose/Description | Form/Timing of Payout | | Base Salary | Established at a competitive level to attract and retain our executive talent. Provides a base level of compensation that is not at risk to avoid fluctuations in compensation that could distract executives from the performance of their responsibilities. | Paid in cash throughout the year. | | ESAB Incentive Plan (“EIP”) | Variable compensation that motivates and rewards our executive officers for achievement of critical annual operational and financial performance goals by the Company and recognizes the executive’s individual performance during the year. | Paid in cash after the year has ended and performance has been measured. See page 42 for further detail. | | Long-Term Incentive Plan | Variable compensation that aligns the rewards of executives with the interests of stockholders to encourage actions and long-term prioritization that we believe will increase stockholder value by generating sustained and superior operational and financial performance over an extended period of time. | See page 45 for further detail. |
Leading Compensation Practices
| | What we do | | What we don’t do | | | Pay for performance focus – Our EIP compensation is linked to pre-established financial and operational goals that are intended to drive performance over the annual performance plan period. Options, RSUs and PRSUs are linked with our longer-term performance and stock price, and, for PRSUs, EBITDA improvement and free cash flow conversion improvement, which we believe incentivizes long-term Company success and stockholder value creation. | | No gross-up payments to cover excise taxes – We do not provide tax gross-ups to our executives in connection with a change in control, severance or other compensation or benefits or executive perquisites other than relocation benefits. | | | Varying performance metrics under short-term and longer-term incentive plans – In balancing compensation objectives linked to short-term and long- term time horizons, the Company seeks to align compensation with several performance metrics that are critical to achieve sustained growth and stockholder value creation. | | No pledging or hedging of Company stock – We prohibit our executives and directors from hedging ESAB stock and from entering into new pledge arrangements or derivative agreements using ESAB stock. |
PRSU 3 Year Performance Period
| | Caps on ESAB Incentive Plan payouts – Executive bonus payments are capped under our EIP in part to discourage excessive risk taking. In addition, the Compensation and Human Capital Management Committee retains the discretion to reduce or eliminate compensation under our EIP even if performance goals are attained. | | No repricing or buyout of underwater stock options – We do not permit the repricing of underwater stock options without the express approval of our stockholders. | | | "Double-trigger" provisions for change in control – Severance payable in connection with a change in control is only received upon executive’s actual employment termination without cause or resignation for good reason within two years following, or the three months preceding, the change in control. This approach is commonly referred to as “double-trigger.” | | No excessive change in control payments – No cash severance payable in connection with a change in control in excess of two times salary plus target bonus. | | | Clawback Policy and Insider Trading Policy – We have a comprehensive compensation clawback policy that is automatically triggered by a restatement of the Company’s financial statements arising from an accounting error or material non-compliance and applies to all of our executive officers, and we enforce a strict insider trading policy and blackout periods for executives and directors. | | No short-term vesting – We do not award any long- term incentives with a vesting period shorter than one year. | | | Stock Ownership Policy – We have a robust stock ownership policy to further align the long-term financial interests of Company executives and directors with those of our stockholders. | | No compensation programs or policies that incentivize excessive risk taking – We annually review the Company’s compensation policies and practices in relation to our risk management practices and any potential risk-taking incentives. Our most recent assessment concluded that the risks arising from our compensation policies and practices are not reasonably likely to have a material adverse effect on the Company. | | | Independent Compensation Committee and Consultant – Our Compensation and Human Capital Management Committee is composed solely of independent directors. The compensation consultant to the Compensation and Human Capital Management Committee during 2023, FW Cook (i) is, based on the Compensation and Human Capital Management Committee’s assessment, independent and without any conflicts of interest with the Company or its directors and (ii) has never provided any services to the Company other than the compensation-related services provided to the Compensation and Human Capital Management Committee. See page 47 for further details. | | No defined benefit pension plan – We do not maintain a defined benefit pension plan for any senior executives. |
Elements of Our 2023 Executive Compensation Program
| Annual Incentive Plan |
Elements of Our 2023 Executive Compensation Program
The goal of our ESAB Incentive Plan ("EIP"), our annual cash incentive plan for our executive officers, is to motivate and reward our executives for achievement in key areas of Company operational and financial performance as well as each executive’s individual contributions to Company success. Our NEOs are eligible to earn a cash incentive payment in an amount that is expressed as a percentage of the executive’s base salary (i.e., “target bonus”) under our EIP. Performance measures include corporate and individual performance against predetermined financial and operational metrics approved by the Compensation and Human Capital Management Committee at the beginning of the fiscal year. These performance metrics established by the Compensation and Human Capital Management Committee for business leaders reflect both Company-wide and business-specific performance targets resulting in a company financial factor (“CFF”). The CFF for Messrs. Kambeyanda, Johnson, Biebuyck and Jewell is based on ESAB's overall corporate performance. The CFF for Ms. Lukens is a weighted average consisting of 30% corporate performance and 70% performance of our Americas business segment. The amount payable under the EIP can be adjusted upward or downward based on the individual performance factor (“IPF”), which is linked to specific, individualized business goals. Actual bonus amounts are determined following completion of the performance year and are based on performance relative to these pre- established business and individual goals using the following formulas:
Elements of Our 2023 Executive Compensation Program
| Base Salary | | | | | | | X | | | | | | | Target Bonus | | Company Bonus before IPFX | Individual Performance Factor | = | Executive Bonus Payment | | X | | | | | | | Company Financial Factor | | | | | |
Elements of Our 2023 Executive Compensation Program
Executives can achieve a payout equal to a percentage of their target bonus ranging from zero for below-threshold performance to a threshold of 50% up to a maximum of 200%, with 100% target achievement resulting in 100% payout of the individual’s target bonus for that performance metric, based on the extent to which the applicable objective pre- established financial and operational performance goals are achieved. Table of Contents
Elements of Our 2023 Executive Compensation Program
The total EIP award amount earned is subject to adjustment based on individual achievement as measured by an IPF. The IPF is a multiplier that ranges from 0 to 1.5 (subject to an overall payout cap of 250% of the target bonus). The IPF rating is based on individual performance against pre-established objectives and the extent to which the executive, in the course of his or her work, exhibits the Company’s core values. The IPF and key performance indicators include both financial and non- financial Company objectives over which the executive has primary control. Detail regarding the individual components of these formulas for fiscal year 2023, including a calculation of the payout percentages and description of the IPF component, follows below.
Bonus Calculation and Payment – Financial and Operational Metrics and 2023 Performance
Bonus Calculation and Payment – Financial and Operational Metrics and 2023 Performance
Bonus Calculation – Target Bonus
Bonus Calculation – Target Bonus The Compensation and Human Capital Management Committee annually reviews and approves EIP target bonus percentages for each NEO in alignment with our compensation philosophy and taking into consideration the Compensation and Human Capital Management Committee’s competitive marketplace review going forward. The 2023 corporate performance goals and achievement for each are set forth below.
Bonus Calculation – Target Bonus
| Measure | Weighting | Threshold | Target | Maximum | Achieved | CFF Based on Weighting | | Net Sales (as adjusted) | 30% | $2.31 billion | $2.57 billion | $2.83 billion | $2.62 billion | 36% | | Adjusted EBITDA | 50% | $405 million | $450 million | $495 million | $483 million | 86% | | Working Capital Turns | 20% | 5.0 | 5.6 | 6.1 | 5.6 | 20% | | Weighted aggregate CFF for 2023 | | | | | | 142% |
Bonus Calculation – Target Bonus
The weighted average performance for our Americas segment for 2023 was 139%. We do not disclose the specific target goals or achievement applicable to our business segments as they are highly confidential to our businesses. We believe that disclosure of this information would be competitively harmful to us, as it would provide our competitors with strategic information specific to certain businesses, thus providing our competitors insight into our plans and projections for such businesses.
Bonus Calculation – Individual Performance Factor
Bonus Calculation – Individual Performance Factor In addition to the target bonus percentages and financial and operational metrics discussed above, the third and final factor under our EIP is the IPF, as described above. The individual performance factors for each executive were determined after evaluating each NEO’s performance, including the collective achievements detailed on page 43 above. Table of Contents
Bonus Calculation – Individual Performance Factor
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2023 EIP Payments
| NEO | Base Salary | Target Bonus Percentage | | Target Bonus (1) | CFF | Bonus before IPF application | Individual Performance Factor (IPF) | | Executive Bonus Payment | | Shyam P. Kambeyanda | $1,040,000X | 120% | = | $1,248,000X | 142% | $1,774,656 | 120% | = | $2,129,588 | | Kevin J. Johnson | $618,800X | 75% | = | $464,100X | 142% | $659,950 | 120% | = | $791,942 | | Olivier Biebuyck | $525,000X | 75% | = | $393,750X | 142% | $559,913 | 115% | = | $643,900 | | Curtis E. Jewell | $468,000X | 70% | = | $327,600X | 142% | $465,847 | 110% | = | $512,432 | | Eleanor L. Lukens(2) | $480,000X | 70% | = | $314,832X | 140% | $440,418 | 112% | = | $493,269 |
2023 EIP Payments
| Long-Term Incentives |
2023 EIP Payments
The goal of our long-term incentive program is to align the compensation of executives with the interests of stockholders by encouraging sustained long-term improvement in operational and financial performance and long-term increase in stockholder value. Long-term incentives also serve as retention instruments and provide equity-building opportunities for executives. Our annual equity incentive opportunity generally consists of 50% PRSUs, 25% stock options, and 25% time- based RSUs. The Compensation and Human Capital Management Committee believes our long-term incentive program further aligns the long-term interests of management and stockholders and promotes increased equity ownership among our executive officers. Options and RSUs vest over three years, with one-third of each award vesting on each of the first three anniversaries of the grant date, subject to continued employment on each applicable vesting date. PRSUs vest at the end of a three-year period subject to achievement of performance measures and continued employment. The number of PRSUs earned at the end of the three-year period is determined by the Company's (i) Adjusted EBITDA percentage and (ii) Adjusted Free Cashflow Conversion during the last year of the performance period. Each metric has a 50% weighting for purposes of determining performance results. In addition, for each year of the performance period, the Compensation and Human Capital Management Committee has established an annual minimum for each performance criteria. If the Company's performance falls below the minimum as of the end of each year of the performance period, the number of PRSUs awarded at the end of the performance period will be reduced by 5% per metric below such minimum. Table of Contents
Annual Grants under Omnibus Incentive Plan
Annual Grants under Omnibus Incentive Plan In February 2023, the Compensation and Human Capital Management Committee granted annual long-term incentive awards under the 2022 Omnibus Incentive Plan with a target aggregate value as set forth in the table below. Each NEO received 50% of their annual grant in the form of PRSUs, 25% in the form of RSUs and 25% in the form of stock options.
Annual Grants under Omnibus Incentive Plan
| Annual Grant Recipient | Total Aggregate Value of Grant ($) | | Shyam P. Kambeyanda | $4,350,000 | | Kevin J. Johnson | $1,425,000 | | Olivier Biebuyck | $1,000,000 | | Curtis E. Jewell | $675,000 | | Eleanor L. Lukens | $725,000 |
Annual Grants under Omnibus Incentive Plan
| Additional Compensation Information |
Employment Agreements
Employment Agreements Mr. Kambeyanda is party to an employment agreement with the Company. Mr. Kambeyanda’s employment agreement has an initial three-year term from the Company's Separation from Enovis, subject to automatic one-year term extensions thereafter, unless the Company or Mr. Kambeyanda provides written notice in advance to terminate the automatic extension provision. Mr. Kambeyanda’s agreement provides severance benefits as described under "Potential Payments Upon Termination or Change in Control" on page 63. Each of our NEOs other than Mr. Kambeyanda is party to a letter agreement with the Company which sets forth his or her starting salary and initial target bonus. The offer letters do not provide for severance; however, each of our NEOs is eligible for separation benefits under our Executive Officer Severance Plan. In addition, each of our NEOs is party to a change in control agreement with the Company. Under the change in control agreements, severance payable upon a change in control is only received upon the executive officer’s termination without cause or resignation for good reason within two years following, or the three month period immediately preceding, a change Table of Contents
Employment Agreements
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Employment Agreements
in control of the Company. The change in control agreements are designed to retain these executive officers and encourage their continued dedication to the Company and its stockholders notwithstanding a possible change in control that may not be in their personal interest. Additional details regarding the material terms of the NEO letter agreements and change in control agreements, and the material terms and eligibility requirements for the Executive Officer Severance Plan, are summarized under “Potential Payments Upon Termination or Change in Control” on page 63.
Role of Compensation Consultants and Peer Data Review
Role of Compensation Consultants and Peer Data Review Our Compensation and Human Capital Management Committee also obtains perspective from competitive data reviewed by FW Cook, the independent advisor to the Compensation and Human Capital Management Committee on matters of executive compensation. The Compensation and Human Capital Management Committee annually reviews the list of peer companies previously recommended by FW Cook to confirm that it continues to reflect the peers used by financial analysts and governance advisors covering ESAB and to represent our growth trajectory, revenue, market capitalization and overall scope and nature of operations. The peer group referenced in 2023 was as follows:
Role of Compensation Consultants and Peer Data Review
| ESAB Peer Group | | | | Altra Industrial Motion Corp. | ITT Inc. | Regal Rexnord Corporation | | Barnes Group Inc. | Hillenbrand, Inc. | Snap-on Incorporated | | Crane Co. | Kennametal Inc. | SPX Technologies, Inc. | | Flowserve Corporation | Lincoln Electric Holdings, Inc. | The Timken Company | | Hubbell Incorporated | Nordson Corporation | Xylem Inc. | | IDEX Corporation | Pentair plc | |
Role of Compensation Consultants and Peer Data Review
Competitive review data drawn from this group was utilized by the Compensation and Human Capital Management Committee as one of many reference points to assist in its compensation decisions, and for certain NEOs, competitive review data drawn from this group was used to “benchmark” the amount of compensation paid to such NEOs. Table of Contents
Role of Compensation Consultants and Peer Data Review
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Role of Compensation Consultants and Peer Data Review
In preparation for establishing compensation for 2024, our Compensation and Human Capital Management Committee reviewed the list of peer companies and replaced Altra Industrial Motion Corp, Hubbell Incorporated and Xylem Inc. with Acuity Brands, Inc., ESCO Technologies Inc. and Watts Water Technologies, Inc. Our Compensation and Human Capital Management Committee made these updates to the peer group to better reflect the Company’s current size and business structure. The group of peer companies otherwise remained unchanged. The Compensation and Human Capital Management Committee intends to annually review the list of peer companies previously recommended by FW Cook to confirm that such continues to reflect the peers used by financial analysts and governance advisors covering ESAB and to represent our growth trajectory, revenue, market capitalization and overall scope and nature of operations.
Independence of Compensation Consultant
Independence of Compensation Consultant In March 2024, the Compensation and Human Capital Management Committee considered the independence of FW Cook in light of the SEC rules regarding conflicts of interest involving compensation consultants and NYSE listing standards regarding compensation consultant independence. The Compensation and Human Capital Management Committee requested and received a letter from FW Cook addressing conflicts of interest and independence, including specific factors enumerated in both relevant SEC rules and NYSE listing standards. The Compensation and Human Capital Management Committee discussed and considered these factors, and other factors it deemed relevant, and concluded that FW Cook is independent and that its work during 2023 did not raise any conflict of interest.
Compensation Program Risk Considerations
| Pay Mix | ■Compensation program includes an appropriate mix of short- and long-term incentives, which mitigate the risk of undue focus on short-term targets while rewarding performance in areas that are key to our long-term success. ■Base salaries are set at competitive levels to promote stability and provide a component of compensation that is not at risk. | | Performance Metrics and Goals | ■Distinct performance metrics are used in both our short-term (EIP) and long-term incentive plans. ■Our EIP is designed with a payout scale (including a maximum cap) that supports our pay-for-performance philosophy, as set forth on page 42. | | Long-Term Incentives | ■The equity grant portion of our compensation program, combined with our stock ownership guidelines, is designed to align the long-term interests of our executives with those of our stockholders. |
Equity Grant Practice
Equity Grant Practice The Compensation and Human Capital Management Committee has the authority to grant equity awards. The Company does not time the grant of equity awards around material, non-public information. Grant dates are determined either as of the date of Compensation and Human Capital Management Committee approval or on the date of a specific event, such as the date of hire or promotion, for certain executive officers. The target grant value is translated into a number of shares underlying each grant using a valuation formula that, for PRSUs and RSUs, incorporates a 20-day trailing average closing price up to and including the grant date, to avoid the potential volatility impact of using a single-day closing price. The Compensation and Human Capital Management Committee has delegated authority to our CEO and Chief Human Resources Officer for non-annual grants of equity awards to associates who are non-executive officers. During 2023, the aggregate grant date value of such equity awards was capped at $3,500,000 during the fiscal year period. Such awards are subject to further restrictions on individual award size, and awards must be made pursuant to the terms of award agreement forms previously approved by the Board or the Compensation and Human Capital Management Committee. The effective grant date of these awards is on the first trading day on or after the date of hire or promotion for newly hired employees following review and approval by the CEO or Chief Human Resources Officer, as applicable. The Compensation and Human Capital Management Committee receives a report of any grants made pursuant to this delegated authority at each regularly scheduled Committee meeting. Table of Contents
Equity Grant Practice
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Tax and Accounting Considerations
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation ($)(6) | Total ($) | | Shyam P. Kambeyanda | 2023 | 1,030,000 | — | 3,379,345 | 1,087,510 | 2,129,588 | — | 279,892 | 7,906,336 | | President and Chief Executive Officer | 2022 | 925,000 | — | 5,728,133 | 999,998 | 1,581,825 | — | 273,842 | 9,508,798 | | | 2021 | 681,250 | 130,000 | 2,130,747 | 374,994 | 811,440 | — | 79,368 | 4,207,799 | | Kevin J. Johnson | 2023 | 612,850 | — | 1,107,071 | 356,269 | 791,941 | — | 34,555 | 2,902,686 | | Executive Vice President, Chief Financial | 2022 | 541,250 | 380,000 | 1,606,784 | 268,192 | 596,279 | — | 172,124 | 3,564,629 | | | 2021 | 377,564 | — | 149,460 | 133,005 | 400,622 | — | 227,399 | 1,288,050 | | Olivier Biebuyck | 2023 | 522,885 | — | 993,966 | 250,010 | 643,900 | — | 82,527 | 2,493,288 | | President, Fabrication Technology | 2022 | 482,500 | 322,500 | 1,082,304 | 143,495 | 496,163 | — | 69,494 | 2,596,456 | | | 2021 | 430,000 | — | 169,131 | 150,501 | 437,697 | — | 37,357 | 1,224,686 | | Curtis E. Jewell | 2023 | 463,500 | — | 524,470 | 168,761 | 512,432 | — | 59,511 | 1,728,674 | | Senior Vice President, General Counsel | 2022 | 422,475 | 281,250 | 827,792 | 117,767 | 408,524 | — | 46,191 | 2,103,999 | | | 2021 | 337,425 | — | 111,242 | 99,003 | 246,428 | — | 29,607 | 823,705 | | Eleanor L. Lukens | 2023 | 452,308 | — | 1,266,226 | 181,266 | 493,269 | — | 219,334 | 2,612,403 | | President, Americas | | | | | | | | | |
Grants of Plan-Based Awards for 2023
Grants of Plan-Based Awards for 2023 The following table sets forth certain information regarding grants of plan-based awards to our NEOs in 2023 under our compensation programs and plans.
Grants of Plan-Based Awards for 2023
| | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of shares of stock or units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#)(4) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | Name | Award Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Shyam P. Kambeyanda | ESAB Incentive Plan | — | 624,000 | 1,248,000 | 3,120,000 | — | — | — | — | — | — | — | | | PRSUs | 3/8/2023 | — | — | — | 18,370 | 36,740 | 73,480 | — | — | — | 2,252,897 | | | RSUs | 3/8/2023 | — | — | — | — | — | — | 18,370 | — | — | 1,126,448 | | | Stock Options | 3/8/2023 | — | — | — | — | — | — | — | 49,658 | 61.32 | 1,087,510 | | Kevin J. Johnson | ESAB Incentive Plan | — | 232,050 | 464,100 | 1,160,250 | — | — | — | — | — | — | — | | | PRSUs | 3/8/2023 | — | — | — | 6,018 | 12,036 | 24,072 | — | — | — | 738,048 | | | RSUs | 3/8/2023 | — | — | — | — | — | — | 6,018 | — | — | 369,024 | | | Stock Options | 3/8/2023 | — | — | — | — | — | — | — | 16,268 | 61.32 | 356,269 | | Olivier Biebuyck | ESAB Incentive Plan | — | 196,875 | 393,750 | 984,375 | — | — | — | — | — | — | — | | | PRSUs | 3/8/2023 | — | — | — | 4,223 | 8,446 | 16,892 | — | — | — | 517,909 | | | RSUs | 2/1/2023 | — | — | — | — | — | — | 3,696 | — | — | 217,103 | | | RSUs | 3/8/2023 | — | — | — | — | — | — | 4,223 | — | — | 258,954 | | | Stock Options | 3/8/2023 | — | — | — | — | — | — | — | 11,416 | 61.32 | 250,010 | | Curtis E. Jewell | ESAB Incentive Plan | — | 163,800 | 327,600 | 819,000 | — | — | — | — | — | — | — | | | PRSUs | 3/8/2023 | — | — | — | 2,851 | 5,702 | 11,404 | — | — | — | 349,647 | | | RSUs | 3/8/2023 | — | — | — | — | — | — | 2,851 | — | — | 174,823 | | | Stock Options | 3/8/2023 | — | — | — | — | — | — | — | 7,706 | 61.32 | 168,761 | | Eleanor L. Lukens | ESAB Incentive Plan | — | 168,000 | 336,000 | 840,000 | — | — | — | — | — | — | — | | | PRSUs | 3/8/2023 | — | — | — | 3,062 | 6,124 | 12,248 | — | — | — | 375,524 | | | RSUs | 1/23/2023 | — | — | — | — | — | — | 12,716 | — | — | 702,940 | | | RSUs | 3/8/2023 | — | — | — | — | — | — | 3,062 | — | — | 187,762 | | | Stock Options | 3/8/2023 | — | — | — | — | — | — | — | 8,277 | 61.32 | 181,266 |
Grants of Plan-Based Awards for 2023
(1)Amounts represent the range of potential cash payouts for the 2023 performance period under the EIP. For a discussion of the performance metrics and actual results and payouts under the EIP for fiscal 2023, see the Compensation Discussion and Analysis and the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above, respectively. (2)Amounts represent potential shares issuable under PRSU awards. The PRSUs cliff-vest at the end of a three-year performance period upon certification by the Compensation and Human Capital Management Committee based on the performance level that has been met. (3)Amounts represent annual and, for Mr. Biebuyck and Ms. Lukens, retention awards of RSUs. The RSUs vest in three equal annual installments beginning on the first anniversary of the grant date. Mr. Biebuyck received an award of RSUs on February 1, 2023 in conjunction with his appointment as the President of ESAB's Fabrication Technology platform. Ms. Lukens received an award of RSUs on January 23, 2023 upon joining ESAB. (4)Amounts represent stock option awards that vest ratably over three years, beginning on the first anniversary of the grant date, based on continued service. Table of Contents
Grants of Plan-Based Awards for 2023
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Grants of Plan-Based Awards for 2023
(5)The amounts shown in this column represent the full grant date fair value of grants made to each NEO, as computed in accordance with FASB ASC Topic 718. For the PRSU and RSU awards granted on March 8, 2023, the grant date fair value is calculated using a fair market value of $61.32. For stock options granted on March 8, 2023, the Black-Scholes value of $21.90 was used to calculate the grant date fair value. The PRSUs granted to all NEOs on March 8, 2023 are valued based upon the probable outcome of the performance conditions associated with these awards as of the grant date and such calculation is consistent with the estimate of aggregate compensation cost recognized over the service period determined as of the grant date under FASB ASC Topic 718, excluding the effect of estimated forfeitures. Table of Contents
Grants of Plan-Based Awards for 2023
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Outstanding Equity Awards at 2023 Fiscal Year-End
Outstanding Equity Awards at 2023 Fiscal Year-End The following table shows, as of December 31, 2023, the number of outstanding stock options, PRSU awards and RSU awards held by our NEOs.
Outstanding Equity Awards at 2023 Fiscal Year-End
| | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price | Option Expiration Date(1) | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(5) | | Shyam P. Kambeyanda | — | 49,658 | 61.32 | 3/7/2030 | — | — | — | — | | | 6,384 | 12,769 | 51.96 | 2/16/2029 | — | — | — | — | | | 12,356 | 24,714 | 47.34 | 5/11/2029 | — | — | — | — | | | 12,360 | 6,179 | 55.96 | 2/21/2028 | — | — | — | — | | | 24,888 | — | 46.94 | 2/23/2027 | — | — | — | — | | | 59,404 | — | 33.49 | 2/24/2026 | — | — | — | — | | | 46,562 | — | 41.63 | 3/7/2025 | — | — | — | — | | | — | — | — | — | 86,371 | 7,481,456 | — | — | | | — | — | — | — | — | — | 91,578 | 7,932,486 | | Kevin J. Johnson | — | 16,268 | 61.32 | 3/7/2030 | — | — | — | — | | | 4,384 | 2,191 | 55.96 | 2/21/2028 | — | — | — | — | | | 5,302 | 10,605 | 47.34 | 5/11/2029 | — | — | — | — | | | 7,300 | — | 46.94 | 2/23/2027 | — | — | — | — | | | 9,139 | — | 33.49 | 2/24/2026 | — | — | — | — | | | 5,044 | — | 41.63 | 3/7/2025 | — | — | — | — | | | — | — | — | — | 24,790 | 2,147,310 | — | — | | | — | — | — | — | — | — | 22,894 | 1,983,078 | | Olivier Biebuyck | — | 11,416 | 61.32 | 3/7/2030 | — | — | — | — | | | 2,837 | 5,674 | 47.34 | 5/11/2029 | — | — | — | — | | | 4,961 | 2,479 | 55.96 | 2/21/2028 | — | — | — | — | | | 8,826 | — | 46.94 | 2/23/2027 | — | — | — | — | | | — | — | — | — | 21,820 | 1,890,048 | — | — | | | — | — | — | — | — | — | 14,256 | 1,234,855 | | Curtis E. Jewell | — | 7,706 | 61.32 | 3/7/2030 | — | — | — | — | | | 2,328 | 4,657 | 47.34 | 5/11/2029 | — | — | — | — | | | 3,263 | 1,631 | 55.96 | 2/21/2028 | — | — | — | — | | | 6,570 | — | 46.94 | 2/23/2027 | — | — | — | — | | | 3,960 | — | 33.49 | 2/24/2026 | — | — | — | — | | | 5,044 | — | 41.63 | 3/7/2025 | — | — | — | — | | | — | — | — | — | 13,193 | 1,142,778 | — | — | | | — | — | — | — | — | — | 10,470 | 906,911 | | Eleanor L. Lukens | — | 8,277 | 61.32 | 3/7/2030 | — | — | — | — | | | — | — | — | — | 15,778 | 1,366,690 | — | — | | | — | — | — | — | — | — | 6,124 | 530,461 |
Outstanding Equity Awards at 2023 Fiscal Year-End
(1)The vesting date of unvested stock option awards is set forth beside each option expiration date in the following chart. Note that the vesting date provided reflects when the options fully vest. Stock option awards vest ratably over three years beginning on the first anniversary of the grant date. Stock option awards with an April 5, 2022 grant date were Enovis stock options granted to our NEOs prior to the Separation that were converted into ESAB stock options of comparable value upon the Separation. Table of Contents
Outstanding Equity Awards at 2023 Fiscal Year-End
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Outstanding Equity Awards at 2023 Fiscal Year-End
| Option Grant Date | Option Expiration Date | Option Full Vesting Date (options vest over three year period except as noted above) | | 3/8/2023 | 3/7/2030 | 3/8/2026 | | 5/12/2022 | 5/11/2029 | 5/12/2025 | | 4/5/2022 | 2/16/2029 | 2/17/2025 | | 4/5/2022 | 2/21/2028 | 2/22/2024 | | 4/5/2022 | 2/23/2027 | 2/24/2023 | | 4/5/2022 | 2/24/2026 | 4/5/2022 | | 4/5/2022 | 3/7/2025 | 4/5/2022 | | 4/5/2022 | 2/12/2024 | 4/5/2022 | | 4/5/2022 | 2/14/2023 | 4/5/2022 |
Outstanding Equity Awards at 2023 Fiscal Year-End
(2)For Mr. Kambeyanda the amounts represent (i) 18,370 RSUs awarded on March 8, 2023 that vest ratably over three years, beginning on March 8, 2024, (ii) 22,773 RSUs awarded as a retention grant on May 12, 2022 that vests ratably over three years, beginning on May 12, 2023, (iii) 12,652 RSUs awarded as a promotion grant on May 12, 2022 that vest ratably over three years, beginning on May 12, 2023, (iv) 32,389 RSUs awarded as a founders grant on May 12, 2022 that vest ratably over three years, beginning on May 12, 2025, (v) 7,237 RSUs awarded on February 17, 2022 that vest ratably over three years, beginning on February 17, 2023, (vi) 5,019 RSUs awarded on February 22, 2021 that vest ratably over three years, beginning on February 22, 2022, (vii) 9,319 RSUs awarded as a retention grant on March 5, 2021 that vest ratably over three years, beginning on March 5, 2022. For Mr. Johnson the amounts represent (i) 6,018 RSUs awarded on March 8, 2023 that vest ratably over three years, beginning on March 8, 2024, (ii) 5,429 RSUs awarded as a promotion grant on May 12, 2022 that vest ratably over three years, beginning on May 12, 2023, (iii) 10,840 RSUs awarded as a founders grant on May 12, 2022 that vest ratably over three years, beginning on May 12, 2025, (iv) 5,133 RSUs awarded on February 17, 2022 that vest ratably over three years, beginning on February 17, 2023, and (v) 1,779 RSUs awarded on February 22, 2021 that vest ratably over three years, beginning on February 22, 2022. For Mr. Biebuyck the amounts represent (i) 4,223 RSUs awarded on March 8, 2023 that vest ratably over three years, beginning on March 8, 2024, (ii) 2,905 RSUs awarded as a promotion grant on May 12, 2022 that vest ratably over three years, beginning on May 12, 2023, (iii) 7,085 RSUs awarded as a founders grant on May 12, 2022 that vest ratably over three years, beginning on May 12, 2025, (iv) 5,808 RSUs awarded on February 17, 2022 that vest ratably over three years, beginning on February 17, 2023, and (v) 2,014 RSUs awarded on February 22, 2021 that vest ratably over three years, beginning on February 22, 2022. For Mr. Jewell the amounts represent (i) 2,851 RSUs awarded on March 8, 2023 that vest ratably over three years, beginning on March 8, 2024, (ii) 2,384 RSUs awarded as a promotion grant on May 12, 2022 that vest ratably over three years, beginning on May 12, 2023, (iii) 5,466 RSUs awarded as a founders grant on May 12, 2022 that vest ratably over three years, beginning on May 12, 2025, (iv) 3,935 RSUs awarded on February 17, 2022 that vest ratably over three years, beginning on February 17, 2023, and (v) 1,324 RSUs awarded on February 22, 2021 that vest ratably over three years, beginning on February 22, 2022. For Ms. Lukens the amounts represent (i) 3,062 RSUs awarded on March 8, 2023 that vest ratably over three years, beginning on March 8, 2024 and (ii) 12,716 RSUs awarded as a new hire grant on January 23, 2023 that vest ratable over three years, beginning on January 23, 2024. (3)The amounts shown in this column represent the market value of the unvested restricted stock units based on the closing price of ESAB’s common stock on December 29, 2023, which was $86.62 per share, multiplied by the number of units, respectively, for each unvested award. (4)The amounts shown in this column reflect unearned PRSUs as of December 31, 2023. If earned, these PRSUs are then subject to an additional service-based vesting period. The amounts shown in this column reflect awards made in 2023 and show the target amount of PRSUs that may be earned at the end of the performance period upon certification by the ESAB Compensation and Human Capital Management Committee. The amounts would cliff vest at the end of the three-year performance period, if earned. The PRSUs granted in 2023 are reported at target performance. These amounts are reflected in the “Grants of Plan-Based Awards for 2023” table above under the column “Estimated Future Payouts Under Equity Incentive Plan Awards”. (5)The amounts shown in this column represent the market value of the unearned PRSUs based on the closing price of ESAB’s common stock on December 29, 2023, which was $86.62 per share, multiplied by the threshold number of units, respectively, for each unvested and unearned performance stock award. Table of Contents
Outstanding Equity Awards at 2023 Fiscal Year-End
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Outstanding Equity Awards at 2023 Fiscal Year-End
| Option Exercises and Stock Vested |
Outstanding Equity Awards at 2023 Fiscal Year-End
The following table provides information regarding the vesting of earned PRSUs and RSUs and option exercises during 2023. The number of shares acquired upon exercise or vesting and the value realized before payment of any taxes and broker commissions is reflected below. Value realized represents the product of the number of shares received upon exercise or vesting, as applicable, and the closing market price of our common stock on the exercise or vesting date, less the exercise price for options.
Option Exercises and Stock Vested During Fiscal 2023
Option Exercises and Stock Vested During Fiscal 2023
Option Exercises and Stock Vested During Fiscal 2023
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Shyam P. Kambeyanda | 6,702 | 1,060,475 | 25,043 | 3,140,789 | | Kevin J. Johnson | 1,238 | 130,427 | 3,828 | 366,442 | | Olivier Biebuyck | 2,085 | 300,855 | 3,010 | 345,953 | | Curtis E. Jewell | — | — | 2,144 | 249,570 | | Eleanor L. Lukens | — | — | — | — |
Option Exercises and Stock Vested During Fiscal 2023
| Nonqualified Deferred Compensation |
Option Exercises and Stock Vested During Fiscal 2023
Effective January 1, 2022, ESAB established The ESAB Group, Inc. Nonqualified Deferred Compensation Plan (the “ESAB NQDC Plan”) to provide certain select members of management and other highly compensated employees with an opportunity to defer a stated percentage of their base compensation or their bonus compensation without regard to the compensation limits imposed by the Internal Revenue Code for ESAB’s 401(k) plan. The ESAB NQDC Plan allows participants to defer up to 50% of their base salaries and up to 75% of their bonus compensation. In addition, ESAB may match all excess deferrals by participants and/or provide a company contribution. These company contributions vest as determined by ESAB. Deferrals under the ESAB NQDC Plan are notionally invested among a number of different mutual funds, insurance company separate accounts, indexed rates or other measurement funds, which are selected periodically by the plan administrator. Each participant can allocate his or her deferrals among these notional fund investment options and may change elections by making a change of election with the plan administrator. Simultaneously with the participant’s election to defer amounts under the ESAB NQDC Plan, the participant must elect the time and form of payment for the deferred amounts, which may generally be either a lump sum distribution or in quarterly installments payable over a period of two to ten years following a specified date (that must be at least one year following the end of the year to which the participant’s deferral election relates) or at least six months following the participant’s separation from service. Limited changes to deferral elections are permitted in accordance with the terms of the ESAB NQDC Plan. Table of Contents
Option Exercises and Stock Vested During Fiscal 2023
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Nonqualified Deferred Compensation
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation
| Name | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($)(3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | | Shyam P. Kambeyanda | — | — | 18,699 | — | 561,840 | | Kevin J. Johnson | — | — | 35,401 | — | 1,370,145 | | Olivier Biebuyck | 64,414 | 41,343 | 14,882 | — | 593,163 | | Curtis E. Jewell | 31,419 | 32,521 | 3,789 | — | 201,250 | | Eleanor L. Lukens | 4,892 | 7,339 | 385 | — | 13,130 |
Nonqualified Deferred Compensation
(1)With respect to each applicable NEO, amounts represent deferred salary and deferred bonus amounts that are reported in the Summary Compensation Table above under the applicable column. (2)All amounts reported in this column for each applicable NEO are reported in the “All Other Compensation” column of the Summary Compensation Table above. (3)No amounts reported in this column for each applicable NEO are reported in the Summary Compensation Table above.
Nonqualified Deferred Compensation
| Potential Payments Upon Termination or Change in Control |
Nonqualified Deferred Compensation
The information below describes relevant letter agreements, change in control agreements, severance plan and equity plan provisions for payments upon termination or a change in control and sets forth the amount of compensation that could have been received by each of the NEOs in the event such executive’s employment had terminated as of December 31, 2023 under the various applicable triggering events described below. The benefits discussed below are in addition to those generally available to all salaried employees, such as distributions under our 401(k) plan, health care benefits and disability benefits or vested amounts payable under the ESAB NQDC Plan described above. In addition, these benefits do not take into account any arrangements that we may provide in connection with an actual separation from service or a change in control. Due to the number of different factors that affect the nature and amount of any benefits provided in connection with these events, actual amounts payable to any of the NEOs should a separation from service or change-in-control occur during the year will likely differ, perhaps significantly, from the amounts reported below. Factors that could affect such amounts include the timing during the year of the triggering event, ESAB’s stock price, and the target amounts payable under annual and long-term incentive arrangements that are in place at the time of the event.
Potential Payments Upon Termination or Change of
Potential Payments Upon Termination or Change of
Control
| Year (a) | Summary Compensation Table Total for PEO ($)(1) (b) | Compensation Actually Paid to PEO ($)(2) (c) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(3) (d) | Average Compensation Actually Paid to Non-PEO NEOs ($)(4) (e) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($)(7) (h) | Adjusted EBITDA Percentage (8) (i) | | | | | | | Total Shareholder Return ($)(5) (f) | Peer Group Total Shareholder Return ($)(6) (g) | | | | 2023 | 7,906,336 | 17,989,527 | 2,434,263 | 4,211,247 | 194.36 | 129.29 | 205,285,000 | 18.4% | | 2022 | 9,508,798 | 9,392,125 | 2,586,988 | 2,559,862 | 104.93 | 98.37 | 223,747,000 | 16.8% |
Control
| Compensation Actually Paid to PEO | 2023 | 2022 | | Summary Compensation Table Total | $7,906,336 | $9,508,798 | | Less, value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table | 4,466,855 | 6,728,131 | | Less, Change in Pension Value reported in Summary Compensation Table | — | — | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | 6,974,819 | 6,472,566 | | Plus, fair value as of vesting date of equity awards granted and vested in the year | — | — | | Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years | 6,893,881 | 113,246 | | Plus (less), year over year change in fair value of equity awards granted in prior years that vested in the year | 661,468 | 11,436 | | Plus, value of dividends or other earnings paid on stock awards not otherwise reflected in fair value or total compensation | 19,879 | 14,210 | | Less, prior year-end fair value for any equity awards forfeited in the year | — | — | | Plus, pension service cost for services rendered during the year | — | — | | Compensation Actually Paid to Shyam P. Kambeyanda | $17,989,527 | $9,392,125 |
Control
| Average Compensation Actually Paid to Non-PEO NEOs | 2023 | 2022 | | Average Summary Compensation Table Total | $2,434,263 | $2,586,988 | | Less, average value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table | 1,212,010 | 1,249,699 | | Less, average Change in Pension Value reported in Summary Compensation Table | — | — | | Plus, average year-end fair value of outstanding and unvested equity awards granted in the year | 1,887,523 | 1,212,260 | | Plus, average fair value as of vesting date of equity awards granted and vested in the year | — | — | | Plus (less), average year over year change in fair value of outstanding and unvested equity awards granted in prior years | 1,001,067 | 14,352 | | Plus (less), average year over year change in fair value of equity awards granted in prior years that vested in the year | 96,340 | (6,876) | | Plus, value of dividends or other earnings paid on stock awards not otherwise reflected in fair value or total compensation | 4,064 | 2,836 | | Less, prior year-end fair value for any equity awards forfeited in the year | — | — | | Plus, average pension service cost for services rendered during the year | — | — | | Average Compensation Actually Paid to Non-PEO NEOs | $4,211,247 | $2,559,862 |
Compensation Actually Paid (“CAP”), Cumulative TSR and Peer Group TSR
Compensation Actually Paid (“CAP”), Cumulative TSR and Peer Group TSR *The graph tracks the performance of a $100 investment, assuming reinvestment of dividends, in our common stock and in each index from April 5, 2022, the date our common stock commenced regular- way trading on the New York Stock Exchange, to December 31, 2023. Table of Contents
Compensation Actually Paid (“CAP”), Cumulative TSR and Peer Group TSR
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Compensation Actually Paid and Net Income
Compensation Actually Paid and Net Income
Compensation Actually Paid and Adjusted EBITDA Percentage
Compensation Actually Paid and Adjusted EBITDA Percentage Table of Contents
Compensation Actually Paid and Adjusted EBITDA Percentage
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DEF 14A of ESAB Corp

Table of Contents

Executive Compensation (page 52)

Board of Directors

Nominees for Director

Nominees for Director

Nominees for Director

Nominees for Director

Nominees for Director

Continuing Directors

Continuing Directors

Continuing Directors

Continuing Directors

Continuing Directors

Continuing Directors

Continuing Directors

Continuing Directors

Continuing Directors

Continuing Directors

Continuing Directors

Continuing Directors

Continuing Directors

Continuing Directors

Continuing Directors

Contacting the Board of Directors

DIRECTOR COMPENSATION FOR 2023

DIRECTOR COMPENSATION FOR 2023

DIRECTOR COMPENSATION FOR 2023

DIRECTOR COMPENSATION FOR 2023

DIRECTOR COMPENSATION FOR 2023

DIRECTOR COMPENSATION FOR 2023

DIRECTOR COMPENSATION FOR 2023

Executive Summary

Executive Summary

Executive Summary

Executive Summary

Executive Summary

Executive Summary

Executive Summary

Executive Summary

Executive Summary

Executive Summary

Executive Summary

Executive Summary

Executive Summary

Executive Summary

Leading Compensation Practices

PRSU 3 Year Performance Period

Elements of Our 2023 Executive Compensation Program

Elements of Our 2023 Executive Compensation Program

Elements of Our 2023 Executive Compensation Program

Elements of Our 2023 Executive Compensation Program

Elements of Our 2023 Executive Compensation Program

Bonus Calculation and Payment – Financial and Operational Metrics and 2023 Performance

Bonus Calculation – Target Bonus

Bonus Calculation – Target Bonus

Bonus Calculation – Target Bonus

Bonus Calculation – Individual Performance Factor

Bonus Calculation – Individual Performance Factor

2023 EIP Payments

2023 EIP Payments

2023 EIP Payments

Annual Grants under Omnibus Incentive Plan

Annual Grants under Omnibus Incentive Plan

Annual Grants under Omnibus Incentive Plan

Employment Agreements

Employment Agreements

Employment Agreements

Role of Compensation Consultants and Peer Data Review

Role of Compensation Consultants and Peer Data Review

Role of Compensation Consultants and Peer Data Review

Role of Compensation Consultants and Peer Data Review

Role of Compensation Consultants and Peer Data Review

Independence of Compensation Consultant

Compensation Program Risk Considerations

Equity Grant Practice

Equity Grant Practice

Tax and Accounting Considerations

Grants of Plan-Based Awards for 2023

Grants of Plan-Based Awards for 2023