DEF 14A of ESAB Corp, Mar 28, 2025

DEF 14A of ESAB Corp

Filed Mar 28, 2025 · FY20240001877322-25-000069

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  1. Table of Contents

    | PAY VERSUS PERFORMANCE | 66 | | EQUITY COMPENSATION PLAN INFORMATION | 71 | | DELINQUENT SECTION 16(A) REPORTS | 72 | | PROPOSAL 3: APPROVAL OF NAMED EXECUTIVE OFFICERS’ COMPENSATION, ON A NON-BINDING ADVISORY BASIS (“SAY-ON-PAY”) | 73 | | Why You Should Approve Our Executive Compensation Program | 73 | | Vote Required | 73 | | Board Recommendation | 73 | | PROPOSAL 4: APPROVAL OF AMENDED AND RESTATED 2022 OMNIBUS INCENTIVE PLAN | 74 | | BENEFICIAL OWNERSHIP OF OUR COMMON STOCK | 85 | | GENERAL MATTERS | 87 | | Outstanding Stock and Voting Rights | 87 | | Stockholder Proposals and Nominations | 89 | | Delivery of Documents to Stockholders Sharing an Address | 89 | | Additional Information | 90 | | Other Matters | 90 | | ANNEX A | 91 | | ANNEX B | 94 |

  2. Executive Compensation (page 53)

    Executive Compensation (page 53) 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.

  3. Board of Directors

    Board of Directors The names of each director nominee and director continuing in office, their ages as of March 28, 2025, principal occupations, employment and other public company board service during at least the last five years, periods of service as a director of the Company, and the experiences, qualifications, attributes and skills of each nominee or director are set forth below:

  4. Board of Directors

    | | 15 | | 2025 Proxy Statement | |

  5. Board of Directors

    Table of Contents

  6. Nominees for Director

    Nominees for Director Class III Directors, New Term Expiring in 2026

  7. Nominees for Director

    | MELISSA CUMMINGS | | | Age: 49 Director since: 2022 INDEPENDENT Committees: ■Audit Key Skills: ■Broad international experience ■Related industry experience ■Sales/marketing experience ■Technology/IT experience ■Innovation experience ■Corporate 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. | | SHYAM P. KAMBEYANDA | | | Age: 54 Director since: 2022 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. |

  8. Nominees for Director

    | 16 | | | | 2025 Proxy Statement |

  9. Nominees for Director

    Table of Contents

  10. Nominees for Director

    | ROBERT S. LUTZ | | | Age: 67 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 to his deep experience with the Danaher Business System. | | RAJIV VINNAKOTA | | | Age: 54 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 and currently serves as the Chair of Enovis's Nominating and Corporate Governance Committee and as a member of Enovis's Compensation and Human Capital Management Committee. 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 also possesses deep governance experience, developed through his service on multiple non-profit boards and governance committees. Mr. Vinnakota’s more than 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. |

  11. Nominees for Director

    | | 17 | | 2025 Proxy Statement | |

  12. Nominees for Director

    Table of Contents

  13. Continuing Directors

    Continuing Directors Class I Directors, Current Term Expiring in 2026

  14. Continuing Directors

    | MITCHELL P. RALES | | | Age: 68 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. |

  15. Continuing Directors

    | | 19 | | 2025 Proxy Statement | |

  16. Continuing Directors

    Table of Contents

  17. Continuing Directors

    | STEPHANIE M. PHILLIPPS | | | Age: 73 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: 68 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 responsibility experience | Didier Teirlinck retired from Ingersoll Rand, a diversified industrial manufacturing company, in September 2018. Prior to his retirement, he was 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. |

  18. Continuing Directors

    | 20 | | | | 2025 Proxy Statement |

  19. Continuing Directors

    Table of Contents Class II Directors, Current Term Expiring in 2026

  20. Continuing Directors

    | PATRICK W. ALLENDER | | | Age: 78 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. |

  21. Continuing Directors

    | RHONDA L. JORDAN | | | Age: 67 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 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. |

  22. Continuing Directors

    | | 21 | | 2025 Proxy Statement | |

  23. Continuing Directors

    Table of Contents ■CORPORATE GOVERNANCE

  24. Contacting the Board of Directors

    Table of Contents ■DIRECTOR COMPENSATION During 2024, our Board, at the recommendation of our Compensation and Human Capital Management Committee, approved revisions to our compensation program for non-employee directors. The Compensation and Human Capital Management Committee recommended these changes following 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. The value of the annual cash retainer for non-executive directors was increased from $90,000 to $95,000, the annual equity grant value was increased from $145,000 to $150,000 and the annual retainer for service as the Chair of our Audit Committee was increased from $20,000 to $22,500. As a result of this review and the approval of these revisions, effective beginning the second quarter of 2024, our non- employee Board members, other than our non-executive Chairman of the Board, receive the following: ■an annual cash retainer of $95,000, paid in four, equal installments on the last business day of each quarter of service; ■an annual equity award valued at $150,000, 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 $22,500 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, paid in four, equal installments on the last business day of each quarter of service. 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, historically was entitled to receive an annual cash retainer of $1 and did not receive any other cash fees or the annual equity award described above. In recognition of Mr. Rales contributions to the Company and to retain his continued service as Chairman of the Board, the Board approved a one-time equity award of RSUs valued at $350,000 in July 2024. Mr. Rales' award vests after one year of service on the Board and any vested RSUs will convert to shares of our common stock six months after Mr. Rales' termination of service from the Board. In December 2024, our Board, at the recommendation of our Compensation and Human Capital Management Committee, approved an annual cash retainer for Mr. Rales, as our non-executive Chairman. Effective as of January 1, 2025, Mr. Rales's will receive: (i) an annual cash retainer of $95,000, consistent with the cash retainer paid to our other non-employee directors and (ii) an annual retainer for service as Chairman of the Board of $125,000. Both retainers are paid in four, equal installments on the last business day of each quarter of service. 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

  25. DIRECTOR COMPENSATION FOR 2024

    DIRECTOR COMPENSATION FOR 2024

  26. DIRECTOR COMPENSATION FOR 2024

    | Name | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3)(4) | Option Awards ($)(5) | Total ($) | | Mitchell P. Rales | — | 350,000 | — | 350,000 | | Patrick W. Allender | 115,625 | 75,000 | 75,000 | 265,625 | | Melissa Cummings | 93,750 | 75,000 | 75,000 | 243,750 | | Christopher M. Hix(1) | 32,679 | — | — | 32,679 | | Rhonda L. Jordan | 108,750 | 75,000 | 75,000 | 258,750 | | Robert S. Lutz | 93,750 | 75,000 | 75,000 | 243,750 | | Stephanie M. Phillipps | 93,750 | 75,000 | 75,000 | 243,750 | | Didier Teirlinck | 93,750 | 75,000 | 75,000 | 243,750 | | Rajiv Vinnakota | 108,750 | 75,000 | 75,000 | 258,750 |

  27. DIRECTOR COMPENSATION FOR 2024

    (1)Mr. Hix retired from the Board on May 9, 2024. (2)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 2024, the amount of DSUs received in lieu of annual cash retainers and committee chairperson retainers by these directors was as follows: Mr. Allender—1,083, Mr. Hix—298, Mr. Lutz—879, Mr. Teirlinck—879 and Ms. Phillipps—220. DSUs received for these cash retainers are considered “vested” and thus are not reflected in the table below. (3)These amounts represent the grant date fair value for stock awards granted to each director during 2024, as computed pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 (“FASB ASC Topic 718”). See Note 18 to our consolidated financial statements for the year ended December 31, 2024, included in our Annual Report on Form 10-K filed with the SEC on February 20, 2025 (the "2024 Form 10-K"). For Messrs. Allender, Lutz, Teirlinck and Vinnakota and Mses. Cummings, Jordan and Phillipps, the amounts reflect the grant date fair value of the 2024 annual grant of 703 RSUs made to each director on May 9, 2024, which vest in full on the first anniversary of the grant date. For Mr. Rales, the amount reflects the grant date fair value of a one-time equity grant of 3,567 RSUs made to Mr. Rales on August 5, 2024, which vest in full on the first anniversary of the grant date and convert to shares of common stock sixth months after Mr. Rales' termination of service from the Board. (4)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 2024 annual grant. These DSUs will vest in full on May 9, 2025 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. (5)Amounts represent the aggregate grant date fair value for options to purchase 1,976 shares of our common stock granted to each of Messrs. Allender, Lutz, Teirlinck and Vinnakota and Mses. Cummings, Jordan and Phillipps in connection with the 2024 annual grant, as computed pursuant to FASB ASC Topic 718. See Note 18 to our consolidated financial statements for the year ended December 31, 2024, included in the 2024 Form 10-K. The director stock options are fully vested upon grant and exercisable for a seven-year term.

  28. DIRECTOR COMPENSATION FOR 2024

    | | 31 | | 2025 Proxy Statement | |

  29. DIRECTOR COMPENSATION FOR 2024

    Table of Contents As of December 31, 2024, the aggregate number of unvested stock awards and unexercised options outstanding held by each of our non-employee directors then serving at the time was as follows:

  30. DIRECTOR COMPENSATION FOR 2024

    | Name | Restricted Stock Units | Stock Options | | Mitchell P. Rales | 3,567 | — | | Patrick W. Allender | 703 | 24,683 | | Melissa Cummings | 703 | 10,577 | | Rhonda L. Jordan | 703 | 20,429 | | Robert S. Lutz | 703 | 10,577 | | Stephanie M. Phillipps | 703 | 10,577 | | Didier Teirlinck | 703 | 20,429 | | Rajiv Vinnakota | 703 | 17,405 |

  31. DIRECTOR COMPENSATION FOR 2024

    | 32 | | | | 2025 Proxy Statement |

  32. DIRECTOR COMPENSATION FOR 2024

    Table of Contents 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, 2025. The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of our independent auditors. Ernst & Young LLP has served as our independent auditor since its appointment in 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.

  33. 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. |

  34. Executive Summary

    Our leadership delivered strong results in 2024 and continued to make progress towards the Company's long-term goals. ESAB reported core adjusted earnings per share of $5.06, core adjusted EBITDA of $510.7 million, core sales of $2.6 billion and free cash flow of $320.5 million for the year ended December 31, 2024. In addition, ESAB continued to deliver long-term shareholder value. ESAB's one-year total shareholder return for 2024 was 49.3%. In comparison, the one-year total shareholder return for the S&P 500 Index in 2024 was 23.3%. 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 104.5%. Further, the Board or the Compensation and Human Capital Management Committee took the following compensation- related actions during 2024: •Long-Term Incentives Aligned with Stockholder Value The Compensation and Human Capital Management Committee strengthened the alignment between executive pay and long-term stockholder value by revising the performance metrics for PRSUs granted to our NEOs during 2024. Under the revised plan design, the number of PRSUs earned at the end of the three-year performance period will be determined by the Company's adjusted earnings per share subject to a 20% modifier (positive or negative) based on relative total shareholder return. These updated performance metrics further align executive pay with ESAB's long-term performance and stockholder value creation. •Continued Focus on Long-Term Performance The Compensation and Human Capital Management Committee approved an annual equity grant to each of our NEOs during 2024 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 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.

  35. 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. See page 42 for further detail. | | 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 43 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 47 for further detail. |

  36. Leading Compensation Practices

    | | Caps on ESAB Incentive Plan and PRSU payouts – Executive bonus payments and PRSU grants are capped under our EIP and Long-Term Incentive Plan, respectively, 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 applies to all of our executive officers and requires recovery of erroneously awarded incentive-based compensation upon a restatement of the Company’s financial statements to correct material noncompliance with any financial reporting requirement under the securities laws, and we enforce a strict insider trading policy and blackout periods for executives and directors. | | No short-term vesting – We do not award any long- term incentives with a 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 2024, 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 48 for further details. | | No defined benefit pension plan – We do not maintain a defined benefit pension plan for any senior executives. |

  37. Performance Criteria

    Performance Criteria Our executive compensation program is based on the philosophy and design outlined above with a focus on exceptional performance and continuous improvement from our management team. Within this framework, the Compensation and Human Capital Management Committee exercises its reasoned business judgment in making executive compensation decisions and takes into account recommendations by our Chief Executive Officer with respect to the compensation of each executive officer, other than himself (see “CEO Recommendations” on page 51). Some of the factors that generally are referenced when making executive compensation decisions, none of which is assigned a fixed weight and are instead considered holistically, are as follows: ■The nature and complexity of the executive’s position ■The Compensation and Human Capital Management Committee’s assessment of pay levels and practices for executives with the skills and experience our executives possess (see “Role of Compensation Consultants and Peer Data Review” on page 51) ■The experience and performance record of the executive ■The Company’s operational and financial performance ■The executive’s leadership potential ■The retention value of our compensation program over time Further, a substantial percentage of compensation under our annual incentive plan is determined solely by the achievement of annual performance criteria developed based on Board-approved financial and operational goals for the fiscal year. These goals are incorporated into the metrics set for our annual incentive plan and approved by the Compensation and Human Capital Management Committee, as further discussed under “Bonus Calculation and Payment – Financial and Operational Metrics and 2024 Performance Results” on page 47. We believe that this link to our Board-established corporate and business goals reinforces alignment and incentivizes outperformance both at the business-unit level and Company-wide.

  38. Elements of Our 2024 Executive Compensation Program

    | Annual Incentive Plan |

  39. Elements of Our 2024 Executive Compensation Program

    The goal of our ESAB Corporation Annual 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/or business segment performance 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. The 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 to each NEO can be adjusted upward or downward based on the individual performance factor (“IPF”) of the relevant NEO, 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:

  40. Elements of Our 2024 Executive Compensation Program

    | Base Salary | | | | | | | X | | | | | | | Target Bonus | | Company Bonus before IPFX | Individual Performance Factor (IPF) | = | Executive Bonus Payment | | X | | | | | | | Company Financial Factor | | | | | |

  41. Elements of Our 2024 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.

  42. Elements of Our 2024 Executive Compensation Program

    Table of Contents 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 2024, including a calculation of the payout percentages and description of the IPF component, follows below.

  43. Bonus Calculation and Payment – Financial and Operational Metrics and 2024 Performance

    Bonus Calculation and Payment – Financial and Operational Metrics and 2024 Performance

  44. 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. The 2024 corporate performance goals and achievement for each are set forth below.

  45. Bonus Calculation – Target Bonus

    | Measure | Weighting | Threshold | Target | Maximum | Achieved | CFF Based on Weighting | | Net Sales (as adjusted) | 30% | $2.37 billion | $2.63 billion | $2.89 billion | $2.57 billion | 26% | | Adjusted EBITDA | 50% | $447 million | $497 million | $546 million | $505 million | 59% | | Working Capital Turns | 20% | 5.2 | 5.8 | 6.4 | 5.7 | 19% | | Weighted aggregate CFF for 2024 | | | | | | 104.5% |

  46. Bonus Calculation – Target Bonus

    The weighted average performance for our Americas segment for 2024 was 94.7%. The Americas segment performance targets were set at levels that the Company believed to be challenging but achievable and were designed to drive top performance. 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.

  47. 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 44 above.

  48. 2024 EIP Payments

    | NEO | Base Salary | Target Bonus Percentage | | Target Bonus | CFF | Bonus before IPF application | Individual Performance Factor (IPF) | | Executive Bonus Payment | | Shyam P. Kambeyanda | $1,081,600X | 125% | = | $1,352,000X | 104.5% | $1,412,840 | 116% | = | $1,638,895 | | Kevin J. Johnson | $668,800X | 80% | = | $535,040X | 104.5% | $559,117 | 115% | = | $642,985 | | Olivier Biebuyck | $546,000X | 75% | = | $409,500X | 104.5% | $427,928 | 110% | = | $470,721 | | Curtis E. Jewell | $486,720X | 70% | = | $340,704X | 104.5% | $356,036 | 115% | = | $409,442 | | Eleanor L. Lukens(1) | $499,200X | 70% | = | $349,440X | 97.6% | $341,193 | 100% | = | $341,194 |

  49. 2024 EIP Payments

    | Long-Term Incentives |

  50. 2024 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. For PRSUs granted in 2022 and 2023, 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 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. The Compensation and Human Capital Management Committee revised the plan design for PRSUs in 2024. For PRSUs granted in 2024, the number of PRSUs earned at the end of the three-year performance period will be determined by the Company's adjusted earnings per share, subject to a 20% modifier (positive or negative) based on the Company's relative TSR performance measured against the S&P 400 Industrials sector. In reviewing the plan design for PRSUs, the Compensation and Human Capital Management Committee consulted with FW Cook, the Committee's independent advisor on matters of executive compensation, and considered the long-term incentive practices of the Company's peer companies as well as opportunities to strengthen the alignment of executive pay with ESAB's long-term performance and stockholder value.

  51. Annual Grants under Omnibus Incentive Plan

    Annual Grants under Omnibus Incentive Plan In February 2024, 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.

  52. Annual Grants under Omnibus Incentive Plan

    | Annual Grant Recipient | Total Aggregate Value of Grant ($) | | Shyam P. Kambeyanda | $4,800,000 | | Kevin J. Johnson | $1,500,000 | | Olivier Biebuyck | $1,000,000 | | Curtis E. Jewell | $745,000 | | Eleanor L. Lukens | $725,000 |

  53. 2022 PRSU Performance Payout

    2022 PRSU Performance Payout In May 2022, on the recommendation of the Compensation and Human Capital Management Committee, the Board approved promotion equity grants to Messrs. Kambeyanda, Johnson, Biebuyck and Jewell in recognition of the increased scope of the responsibilities of each executive officer following the Separation. The promotion equity grant included PRSUs which were subject to the Company achieving improvements in Adjusted EBITDA percentage and Adjusted Free Cashflow Conversion during the last year of the performance period, with each metric weighted 50% for purposes of determining

  54. 2022 PRSU Performance Payout

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  55. 2022 PRSU Performance Payout

    Table of Contents performance results. At the end of the three-year performance period, the Company performance resulted in an Adjusted EBITDA percentage payout percentage of 200.0% of target and an Adjusted Free Cashflow Conversion payout of 200.0% of target. The PRSUs will vest in May 2025. The maximum value per share of the award to be paid out is capped at 400.0% of the closing price of the Company's stock on the date of grant.

  56. 2022 PRSU Performance Payout

    | Additional Compensation Information |

  57. 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 64. 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 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 64.

  58. 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. As part of that review process in 2023, our Compensation and Human Capital Management Committee 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. As a result, the peer group referenced in 2024 was as follows:

  59. Role of Compensation Consultants and Peer Data Review

    | ESAB Peer Group | | | | Acuity Brands, Inc. (AYI) | IDEX Corporation (IEX) | Regal Rexnord Corporation (RRX) | | Barnes Group Inc. (B) | ITT Inc. (ITT) | Snap-on Incorporated (SNA) | | Crane Co. (CR) | Kennametal Inc. (KMT) | SPX Technologies, Inc. (SPXC) | | ESCO Technologies Inc. (ESE) | Lincoln Electric Holdings, Inc. (LECO) | The Timken Company (TKR) | | Flowserve Corporation (FLS) | Nordson Corporation (NDSN) | Watts Water Technologies, Inc. (WTS) | | Hillenbrand, Inc. (HI) | Pentair plc (PNR) | |

  60. 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. In preparation for establishing compensation for 2025, our Compensation and Human Capital Management Committee reviewed the list of peer companies with FW Cook in summer 2024. No changes were made to the peer group in 2024. 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 list 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.

  61. Role of Compensation Consultants and Peer Data Review

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  62. Role of Compensation Consultants and Peer Data Review

    Table of Contents

  63. Independence of Compensation Consultant

    Independence of Compensation Consultant In March 2025, 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 2024 did not raise any conflict of interest.

  64. 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 43. | | 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. |

  65. Equity Grant Practice

    Equity Grant Practice The Compensation and Human Capital Management Committee has the authority to grant equity awards. The Company does not have a practice or policy of granting equity awards in anticipation of the release of material nonpublic information and, in any event, we do not time the release of material non-public information in coordination with grants of equity awards in a manner that intentionally benefits our NEOs or otherwise for the purpose of affecting the value of executive compensation. 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 Chief Executive Officer and Chief Human Resources Officer for non-annual grants of equity awards to associates who are non-executive officers. During 2024, 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

  66. Equity Grant Practice

    | | 51 | | 2025 Proxy Statement | |

  67. Equity Grant Practice

    Table of Contents 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.

  68. Tax and Accounting Considerations

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | | Change in Pension Value and Nonqualified Deferred Compensation Earnings | | All Other Compensation ($)(5) | | Total ($) | | Shyam P. Kambeyanda | 2024 | 1,071,200 | — | 3,771,189 | 1,200,020 | 1,638,895 | | — | | 302,501 | | 7,983,805 | | President and Chief Executive Officer | 2023 | 1,030,000 | — | 3,379,345 | 1,087,510 | 2,129,588 | | — | | 279,892 | | 7,906,336 | | | 2022 | 925,000 | — | 5,728,133 | 999,998 | 1,581,825 | | — | | 273,842 | | 9,508,798 | | Kevin J. Johnson | 2024 | 668,800 | — | 1,430,140 | 375,006 | 642,985 | | — | | 99,002 | | 3,215,933 | | Executive Vice President, Chief Financial Officer | 2023 | 612,850 | — | 1,107,071 | 356,269 | 791,941 | | — | | 34,555 | | 2,902,686 | | | 2022 | 541,250 | 380,000 | 1,606,784 | 268,192 | 596,279 | | — | | 172,124 | | 3,564,629 | | Olivier Biebuyck | 2024 | 540,750 | — | 785,743 | 250,015 | 470,721 | | — | | 90,142 | | 2,137,371 | | President, Fabrication Technology | 2023 | 522,885 | — | 993,966 | 250,010 | 643,900 | | — | | 82,527 | | 2,493,288 | | | 2022 | 482,500 | 322,500 | 1,082,304 | 143,495 | 496,163 | | — | | 69,494 | | 2,596,456 | | Curtis E. Jewell | 2024 | 482,040 | — | 585,437 | 186,270 | 409,442 | | — | | 67,875 | | 1,731,064 | | Senior Vice President, General Counsel | 2023 | 463,500 | — | 524,470 | 168,761 | 512,432 | | — | | 59,511 | | 1,728,674 | | | 2022 | 422,475 | 281,250 | 827,792 | 117,767 | 408,524 | | — | | 46,191 | | 2,103,999 | | Eleanor L. Lukens | 2024 | 494,400 | — | 569,675 | 181,275 | 341,194 | | — | | 70,542 | | 1,657,085 | | President, Americas | 2023 | 452,308 | — | 1,266,226 | 181,266 | 493,269 | 493,269 | — | — | 219,334 | 219,334 | 2,612,403 |

  69. Grants of Plan-Based Awards for 2024

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

  70. Grants of Plan-Based Awards for 2024

    | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of shares of stock or units (#)(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 | — | 676,000 | 1,352,000 | 3,380,000 | — | — | — | — | — | — | — | | | PRSUs | 2/22/2024 | — | — | — | 13,399 | 26,797 | 53,594 | — | — | — | 2,514,095 | | | RSUs | 2/22/2024 | — | — | — | — | — | — | 13,399 | — | — | 1,257,094 | | | Stock Options | 2/22/2024 | — | — | — | — | — | — | — | 36,992 | 93.82 | 1,200,020 | | Kevin J. Johnson | ESAB Incentive Plan | — | 267,520 | 535,040 | 1,337,600 | — | — | — | — | — | — | — | | | PRSUs | 2/22/2024 | — | — | — | 4,187 | 8,374 | 16,748 | — | — | — | 785,649 | | | RSUs | 1/2/2024 | — | — | — | — | — | — | 2,958 | — | — | 251,667 | | | RSUs | 2/22/2024 | — | — | — | — | — | — | 4,187 | — | — | 392,824 | | | Stock Options | 2/22/2024 | — | — | — | — | — | — | — | 11,560 | 93.82 | 375,006 | | Olivier Biebuyck | ESAB Incentive Plan | — | 204,750 | 409,500 | 1,023,750 | — | — | — | — | — | — | — | | | PRSUs | 2/22/2024 | — | — | — | 2,792 | 5,583 | 11,166 | — | — | — | 523,797 | | | RSUs | 2/22/2024 | — | — | — | — | — | — | 2,792 | — | — | 261,945 | | | Stock Options | 2/22/2024 | — | — | — | — | — | — | — | 7,707 | 93.82 | 250,015 | | Curtis E. Jewell | ESAB Incentive Plan | — | 170,352 | 340,704 | 851,760 | — | — | — | — | — | — | — | | | PRSUs | 2/22/2024 | — | — | — | 2,080 | 4,160 | 8,320 | — | — | — | 390,291 | | | RSUs | 2/22/2024 | — | — | — | — | — | — | 2,080 | — | — | 195,146 | | | Stock Options | 2/22/2024 | — | — | — | — | — | — | — | 5,742 | 93.82 | 186,270 | | Eleanor L. Lukens | ESAB Incentive Plan | — | 174,720 | 349,440 | 873,600 | — | — | — | — | — | — | — | | | PRSUs | 2/22/2024 | — | — | — | 2,024 | 4,048 | 8,096 | — | — | — | 379,783 | | | RSUs | 2/22/2024 | — | — | — | — | — | — | 2,024 | — | — | 189,892 | | | Stock Options | 2/22/2024 | — | — | — | — | — | — | — | 5,588 | 93.82 | 181,275 |

  71. Grants of Plan-Based Awards for 2024

    (1)Amounts represent the range of potential cash payouts for the 2024 performance period under the EIP. For a discussion of the performance metrics and actual results and payouts under the EIP for fiscal 2024, see the Compensation Discussion and Analysis and the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above, respectively. (2)Amounts represent the range of 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 awards and, for Mr. Johnson, recognition awards of RSUs. The RSUs vest in three equal annual installments beginning on the first anniversary of the grant date. Mr. Johnson received an award of RSUs on January 2, 2024 in conjunction with the expansion of his role to include oversight of ESAB's global information technology function. (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. (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 February 22, 2024, the grant date fair value is calculated using

  72. Grants of Plan-Based Awards for 2024

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  73. Grants of Plan-Based Awards for 2024

    Table of Contents a fair market value of $93.82. For stock options granted on February 22, 2024, the Black-Scholes value of $32.44 was used to calculate the grant date fair value. The PRSUs granted to all NEOs on February 22, 2024 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.

  74. Grants of Plan-Based Awards for 2024

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  75. Grants of Plan-Based Awards for 2024

    Table of Contents

  76. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The following table shows, as of December 31, 2024, the number of outstanding stock options, PRSU awards and RSU awards held by our NEOs.

  77. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | Option Awards | | | | Stock Awards | | | | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price | Option Expiration Date(1) | Number of Shares or Units of Stock That Have Not Vested (#)(2) | | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(5) | | Shyam P. Kambeyanda | — | 36,992 | 93.82 | 2/21/2031 | — | | — | | — | | — | | | 16,552 | 33,106 | 61.32 | 3/7/2030 | — | | — | | — | | — | | | 24,713 | 12,357 | 47.34 | 5/11/2029 | — | | — | | — | | — | | | 12,768 | 6,385 | 51.96 | 2/16/2029 | — | | — | | — | | — | | | 18,539 | — | 55.96 | 2/21/2028 | — | | — | | — | | — | | | 24,888 | — | 46.94 | 2/23/2027 | — | 0 | — | 0 | — | 0 | — | | | 59,404 | — | 33.49 | 2/24/2026 | — | | — | | — | | — | | | — | — | — | — | 72,257 | | 8,666,505 | | — | | — | | | — | — | — | — | — | | — | | 103,315 | | 12,391,601 | | Kevin J. Johnson | — | 11,560 | 93.82 | 2/21/2031 | — | | — | | — | | — | | | 5,422 | 10,846 | 61.32 | 3/7/2030 | — | | — | | — | | — | | | 10,604 | 5,303 | 47.34 | 5/11/2029 | — | | — | | — | | — | | | 6,575 | — | 55.96 | 2/21/2028 | — | | — | | — | | — | | | 7,300 | — | 46.94 | 2/23/2027 | — | | — | | — | | — | | | 9,139 | — | 33.49 | 2/24/2026 | — | | — | 0 | — | 0 | — | | | — | — | — | — | 25,519 | | 3,060,749 | | — | 0 | — | | | — | — | — | — | — | | — | | 31,268 | | 3,750,284 | | Olivier Biebuyck | — | 7,707 | 93.82 | 2/21/2031 | — | | — | | — | | — | | | 3,805 | 7,611 | 61.32 | 3/7/2030 | — | | — | | — | | — | | | 5,674 | 2,837 | 47.34 | 5/11/2029 | — | | — | | — | | — | | | 7,440 | — | 55.96 | 2/21/2028 | — | | — | | — | | — | | | 8,826 | — | 46.94 | 2/23/2027 | — | | — | | — | | — | | | — | — | — | — | 18,062 | | 2,166,356 | | — | | — | | | — | — | — | — | — | | — | | 19,839 | | 2,379,490 | | Curtis E. Jewell | — | 5,742 | 93.82 | 2/21/2031 | — | | — | | — | | — | | | 2,568 | 5,138 | 61.32 | 3/7/2030 | — | | — | | — | | — | | | 4,656 | 2,329 | 47.34 | 5/11/2029 | — | | — | | — | | — | | | 4,894 | — | 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 | — | | — | | — | | — | | | — | — | — | — | 11,555 | | 1,385,907 | | — | | — | | | — | — | — | — | — | | — | | 14,630 | 1 7 5 4 7 2 2 | 1,754,722 | | Eleanor L. Lukens | — | 5,588 | 93.82 | 2/21/2031 | — | | — | | — | | — | | | 2,759 | 5,518 | 61.32 | 3/7/2030 | — | | — | | — | | — | | | — | — | — | — | 12,544 | | 1,504,527 | | — | | — | | | — | — | — | — | — | | — | | 10,172 | | 1,220,030 |

  78. Outstanding Equity Awards at 2024 Fiscal Year-End

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

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  80. Outstanding Equity Awards at 2024 Fiscal Year-End

    Table of Contents 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.

  81. Outstanding Equity Awards at 2024 Fiscal Year-End

    | Option Grant Date | Option Expiration Date | Option Full Vesting Date (options vest over three year period except as noted above) | | 2/22/2024 | 2/21/2031 | 2/22/2027 | | 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 |

  82. Outstanding Equity Awards at 2024 Fiscal Year-End

    (2)For Mr. Kambeyanda, the amounts represent (i) 2,413 RSUs that were granted to Mr. Kambeyanda on February 17, 2022 that vest ratably over three years, beginning on February 17, 2023, (ii) 11, 809 RSUs that vest ratably over three years, beginning on May 12, 2023, (iii) 32,389 RSUs that vest ratably over three years, beginning on May 12, 2025, (iv)12,247 RSUs that vest ratably over three years, beginning on March 8, 2024, and (v) 13,399 RSUs granted to Mr. Kambeyanda on February 22, 2024 that vest ratably over three years, beginning on February 22, 2025. For Mr. Johnson, the amounts represent (i) 1,712 RSUs that vest ratably over three years, beginning on February 17, 2023, (ii) 1,810 RSUs that vest ratably over three years, beginning on May 12, 2023, (iii) 10,840 RSUs that vest ratably over three years, beginning on May 12, 2025, (iv) 4,012 RSUs that vest ratably over three years, beginning on March 8, 2024, (v) 2,958 RSUs that vest ratably over three years, beginning on January 2, 2025, and (vi) 4,187 RSUs that vest ratably over three years, beginning on February 22, 2025. For Mr. Biebuyck, the amounts represent (i) 1,936 RSUs that vest ratably over three years, beginning on February 17, 2023, (ii) 969 RSUs that vest ratably over three years, beginning on May 12, 2023, (iii) 7,085 RSUs that vest ratably over three years, beginning on May 12, 2025, (iv) 2,464 RSUs that vest ratably over three years, beginning on February 1, 2024, (v) 2,816 RSUs that vest ratably over three years, beginning on March 8, 2024, and (vi) 2,792 RSUs that vest ratably over three years, beginning on February 22, 2025. For Mr. Jewell, the amounts represent (i) 1,313 RSUs that vest ratably over three years, beginning on February 17, 2023, (ii) 795 RSUs that vest ratably over three years, beginning on May 12, 2023, (iii) 5,466 RSUs that vest ratably over three years, beginning on May 12, 2025, (iv) 1,901 RSUs that vest ratably over three years, beginning on March 8, 2024, and (v) 2,080 RSUs that vest ratably over three years, beginning on February 22, 2025. For Ms. Lukens, the amounts represent (i) 8,478 RSUs that vest ratably over three years, beginning on January 23, 2024, (ii) 2,042 RSUs that vest ratably over three years, beginning on March 8, 2024, and (iii) 2,024 RSUs that vest ratably over three years, beginning on February 22, 2025. (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 31, 2024, which was $119.94 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, 2024. If earned, these PRSUs are then subject to an additional service-based vesting period. The amounts shown in this column reflect awards made in 2024 and show the target amount of PRSUs that may be earned at the end of the performance period upon certification by the 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 2024 are reported at target performance. These amounts are reflected in the “Grants of Plan-Based Awards for 2024” 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 31, 2024, which was $119.94 per share, multiplied by the threshold number of units, respectively, for each unvested and unearned performance stock award.

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  85. Outstanding Equity Awards at 2024 Fiscal Year-End

    | Option Exercises and Stock Vested |

  86. Outstanding Equity Awards at 2024 Fiscal Year-End

    The following table provides information regarding the vesting of RSUs and option exercises during 2024. 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. No PRSUs vested in 2024.

  87. Option Exercises and Stock Vested During Fiscal 2024

    Option Exercises and Stock Vested During Fiscal 2024

  88. Option Exercises and Stock Vested During Fiscal 2024

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Shyam P. Kambeyanda | 46,562 | 3,787,092 | 42,573 | 4,253,011 | | Kevin J. Johnson | 5,044 | 420,518 | 6,416 | 644,623 | | Olivier Biebuyck | — | — | 6,550 | 631,170 | | Curtis E. Jewell | 4,224 | 156,035 | 3,718 | 367,804 | | Eleanor L. Lukens | — | — | 5,258 | 473,564 |

  89. Option Exercises and Stock Vested During Fiscal 2024

    | Nonqualified Deferred Compensation |

  90. Option Exercises and Stock Vested During Fiscal 2024

    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.

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  93. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation

  94. 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 | 33,248 | 90,364 | 99,124 | — | 784,576 | | Kevin J. Johnson | 60,176 | 66,945 | 301,023 | — | 1,798,288 | | Olivier Biebuyck | 74,445 | 50,379 | 89,381 | — | 807,368 | | Curtis E. Jewell | 35,459 | 38,968 | 46,736 | — | 322,413 | | Eleanor L. Lukens | 35,076 | 38,560 | 5,525 | — | 92,291 |

  95. 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.

  96. Nonqualified Deferred Compensation

    | Potential Payments Upon Termination or Change in Control |

  97. 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, 2024 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.

  98. Potential Payments Upon Termination or Change of

    Potential Payments Upon Termination or Change of

  99. 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) | | | | 2024 | 7,983,805 | 19,523,449 | 2,185,363 | 4,482,512 | 269.89 | 146.72 | 264,842,000 | 19.7% | | 2023 | 7,906,336 | 17,989,528 | 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% |

  100. Control

    | Compensation Actually Paid to PEO | 2024 | 2023 | 2022 | | Summary Compensation Table Total | $7,983,805 | $7,906,336 | $9,508,798 | | Less, value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table | 4,971,209 | 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 | 7,357,733 | 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 | 8,070,108 | 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 | 1,061,225 | 661,468 | 11,436 | | Plus, value of dividends or other earnings paid on stock awards not otherwise reflected in fair value or total compensation | 21,787 | 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 | $19,523,449 | $17,989,528 | $9,392,125 |

  101. Control

    | Average Compensation Actually Paid to Non-PEO NEOs | 2024 | 2023 | 2022 | | Average Summary Compensation Table Total | $2,185,363 | $2,434,263 | $2,586,988 | | Less, average value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table | 1,090,890 | 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 | 1,610,165 | 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 | 1,621,052 | 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 | 151,912 | 96,340 | (6,876) | | Plus, value of dividends or other earnings paid on stock awards not otherwise reflected in fair value or total compensation | 4,910 | 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 | $4,482,512 | $4,211,247 | $2,559,862 |

  102. 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, 2024.

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  105. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income

  106. Compensation Actually Paid and Adjusted EBITDA Percentage

    Compensation Actually Paid and Adjusted EBITDA Percentage

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