DEF 14A of ESAB Corp, Mar 27, 2026

DEF 14A of ESAB Corp

Filed Mar 27, 2026 · FY20250001877322-26-000025

Open on EDGAR

  1. Executive Compensation (page 51)

    Executive Compensation (page 51) 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 performance-based restricted stock units (“PRSUs”) and stock options, 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.

  2. Nominees for Director

    Nominees for Director The names of each director nominee, their ages as of March 27, 2026, principal occupations, employment and other public company board service during at least the last five years, periods of service as a director of the Company, and the experiences, qualifications, attributes and skills of each nominee or director are set forth below:

  3. Nominees for Director

    | MELISSA CUMMINGS | | | Age: 50 Director since: 2022 INDEPENDENT Committees: ■Audit Key Skills: ■Broad international experience ■Related industry experience ■Sales/marketing experience ■Technology/IT experience ■Innovation 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. |

  4. Nominees for Director

    | RHONDA L. JORDAN | | | Age: 68 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 ■Organizational/human capital management experience ■Sales/marketing experience ■Innovation 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 Corporation from February 2009 until the Company's separation in 2022. 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 on other public company boards. |

  5. Nominees for Director

    | | 15 | | 2026 Proxy Statement | |

  6. Nominees for Director

    Table of Contents

  7. Nominees for Director

    | SHYAM P. KAMBEYANDA | | | Age: 55 Director since: 2022 Committees: ■None Key Skills: ■Senior leadership experience ■Public company board experience ■Broad international experience ■Organizational/human capital management experience ■Related industry experience ■Sales/marketing experience ■Innovation 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 Corporation from December 2019 until the Company's separation in 2022. 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 EBXai 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 EBXai. 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

    | ROBERT S. LUTZ | | | Age: 68 Director since: 2022 INDEPENDENT Committees: ■Audit (Chair) Key Skills: ■Broad international experience ■M&A/capital markets experience ■Related industry experience ■Finance/accounting/risk management experience | Robert S. Lutz served in a variety of senior finance roles at Danaher Corporation, a global science and technology company, from 2002 until his retirement on January 1, 2026. Mr. Lutz most recently served in an advisory role as Senior Vice President, Finance from January 2022 until his retirement. 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. |

  9. Nominees for Director

    | 16 | | | | 2026 Proxy Statement |

  10. Nominees for Director

    Table of Contents

  11. Nominees for Director

    | DR. SÉBASTIEN MARTIN | | | Age: 34 Director since: 2026 INDEPENDENT Committees: ■Audit Key Skills: ■Broad international experience ■Related industry experience ■Technology/IT experience ■Innovation experience | Dr. Sébastien Martin has been an Associate Professor of Operations at the Kellogg School of Management at Northwestern University, a private research university, since September 2025 and previously served as an Assistant Professor of Operations at the Kellogg School from September 2020 to September 2025. Dr. Martin’s research focuses on the interface of large-scale optimization and operations management, with applications to transportation, the gig economy, public sector operations and artificial intelligence. Dr. Martin served as an external advisor to the Company with respect to artificial intelligence from February 2025 until December 2025. Prior to entering academia, Dr. Martin was a postdoctoral fellow at Lyft, Inc., a ride-sharing service company. Qualifications: Dr. Martin's expertise in applying artificial intelligence and advanced technologies to optimize operations brings an innovative and strategic perspective to our Board. He offers valuable insight for driving efficiency and operational excellence, drawing on his experience implementing complex algorithms and artificial intelligence at private and public organizations to improve real-world operations. |

  12. Nominees for Director

    | MITCHELL P. RALES | | | Age: 69 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 ■Organizational/human capital management experience ■Related industry experience | Mitchell P. 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 is also a co-founder of Enovis Corporation and served as a director of Enovis from its founding in 1995 until his retirement from the Enovis Board in May 2023. 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 facilitates its continued development and growth. In addition, Mr. Rales helped create the Danaher Business System, on which EBXai 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. |

  13. Nominees for Director

    | | 17 | | 2026 Proxy Statement | |

  14. Nominees for Director

    Table of Contents

  15. Nominees for Director

    | STEPHANIE M. PHILLIPPS | | | Age: 74 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 and board member of The Ellington Fund and the Ellington School. 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. |

  16. Nominees for Director

    | DIDIER TEIRLINCK | | | Age: 69 Director since: 2022 INDEPENDENT Committees: ■Audit Key skills: ■Public company board experience ■Broad international experience ■Organizational/human capital management experience ■Related industry experience ■Innovation experience ■Finance/accounting/risk management 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 Corporation from September 2017 until the Company's separation in 2022. 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. |

  17. Nominees for Director

    | 18 | | | | 2026 Proxy Statement |

  18. Nominees for Director

    Table of Contents

  19. Nominees for Director

    | RAJIV VINNAKOTA | | | Age: 55 Director since: 2022 INDEPENDENT Committees: ■Nominating and Corporate Governance (Chair) ■Compensation and Human Capital Management Key Skills: ■Senior leadership experience ■Public company board experience ■Organizational/human capital management experience ■Innovation 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 Corporation 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. |

  20. Contacting the Board of Directors

    Table of Contents ■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 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 $125,000 annual retainer for service as Chair of our Board, 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. 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 at least five times the annual cash retainer within five years of joining the Board. All of our directors remain within the initial five-year grace period and therefore, as of the date of this Proxy Statement, 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 April 4, 2022, the date of the Company's separation from Enovis Corporation), 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. We also 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 2025. Mr. Kambeyanda is a member of the Board but does not receive any additional compensation for his services as a director. Dr. Martin joined the Board effective January 1, 2026 and did not receive any compensation as a director during 2025.

  21. DIRECTOR COMPENSATION FOR 2025

    DIRECTOR COMPENSATION FOR 2025

  22. DIRECTOR COMPENSATION FOR 2025

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Option Awards ($)(4) | Total ($) | | Mitchell P. Rales | 220,000 | 75,000 | 75,000 | 370,000 | | Patrick W. Allender | 102,912 | 75,000 | 75,000 | 252,912 | | Melissa Cummings | 95,000 | 75,000 | 75,000 | 245,000 | | Rhonda L. Jordan | 110,000 | 75,000 | 75,000 | 260,000 | | Robert S. Lutz | 109,588 | 75,000 | 75,000 | 259,588 | | Stephanie M. Phillipps | 95,000 | 75,000 | 75,000 | 245,000 | | Didier Teirlinck | 95,000 | 75,000 | 75,000 | 245,000 | | Rajiv Vinnakota | 110,000 | 75,000 | 75,000 | 260,000 |

  23. DIRECTOR COMPENSATION FOR 2025

    (1)Messrs. Rales, Allender, Lutz and Teirlinck and Ms. Phillipps elected to receive DSUs in lieu of all or a portion of their annual cash retainers and, if applicable, Board or 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 2025, the amount of DSUs received in lieu of annual cash retainers and, as applicable, chairperson or committee chairperson retainers by these directors was as follows: Mr. Rales—1,916, Mr. Allender—895, Mr. Lutz—955, Mr. Teirlinck—828 and Ms. Phillipps—209. DSUs received for these cash retainers are considered “vested” and thus are not reflected in the table below. (2)These amounts represent the grant date fair value for stock awards granted to each director during 2025, as computed pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 (“FASB ASC Topic 718”). See Note 18 to our consolidated financial statements for the year ended December 31, 2025, included in our Annual Report on Form 10-K filed with the SEC on February 20, 2026 (the "2025 Form 10-K"). For Messrs. Rales, Allender, Lutz, Teirlinck and Vinnakota and Mses. Cummings, Jordan and Phillipps, the amounts reflect the grant date fair value of the 2025 annual grant of 637 RSUs made to each director on May 8, 2025, which vest in full on June 1, 2026. (3)Messrs. Rales, Allender, Lutz and Teirlinck and Mses. Jordan and Phillipps elected to receive DSUs in lieu of all or a portion of their RSUs, which were awarded in connection with the 2025 annual grant. These DSUs will vest in full on June 1, 2026 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 1,863 shares of our common stock granted to each of Messrs. Rales, Allender, Lutz, Teirlinck and Vinnakota and Mses. Cummings, Jordan and Phillipps in connection with the 2025 annual grant, as computed pursuant to FASB ASC Topic 718. See Note 18 to our consolidated financial statements for the year ended December 31, 2025, included in the 2025 Form 10-K. The director stock options are fully vested upon grant and exercisable for a seven-year term. As of December 31, 2025, the aggregate number of unvested stock awards and unexercised options outstanding held by each of our non-employee directors then serving at the time was as follows:

  24. DIRECTOR COMPENSATION FOR 2025

    | Name | Restricted Stock Units | Stock Options | | Mitchell P. Rales | 637 | 1,863 | | Patrick W. Allender | 637 | 22,292 | | Melissa Cummings | 637 | 12,440 | | Rhonda L. Jordan | 637 | 16,725 | | Robert S. Lutz | 637 | 12,440 | | Stephanie M. Phillipps | 637 | 12,440 | | Didier Teirlinck | 637 | 20,092 | | Rajiv Vinnakota | 637 | 14,358 |

  25. DIRECTOR COMPENSATION FOR 2025

    | | 29 | | 2026 Proxy Statement | |

  26. DIRECTOR COMPENSATION FOR 2025

    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, 2026. The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of our independent auditors. Ernst & Young LLP has served as our independent auditor since its appointment in 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.

  27. 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 PRSUs and stock options 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. |

  28. Executive Summary

    Our business faced challenging market conditions against an uncertain macroeconomic backdrop in 2025. ESAB reported core adjusted earnings per share of $5.27, core adjusted EBITDA of $540.0 million, core sales of $2.7 billion and free cash flow of $246.1 million for the year ended December 31, 2025. In light of our corporate performance results and other considerations, the Board or the Compensation and Human Capital Management Committee took the following compensation-related actions for fiscal 2025: •No Cash Bonuses for Fiscal 2025: Based on our corporate results as compared to expectations, management recommended that each of our executive officers forego their cash bonuses for fiscal 2025. The Board and the Compensation and Human Capital Management Committee considered and accepted this recommendation and the Company did not pay cash bonuses to our executive officers for fiscal 2025. •Refreshed Independent Compensation Consultant: Following a rigorous national search, the Compensation and Human Capital Management Committee engaged Meridian Compensation Partners as its new independent compensation consultant in May 2025. Meridian offers the Committee a fresh perspective on the Company's executive compensation practices. •Retention Equity Grants: In February 2025, on the recommendation of the Compensation and Human Capital Management Committee, the Board approved one-time equity-based retention awards to our executive officers. In approving these retention awards, the Committee considered the key role of our executive leadership team in driving strong financial performance since the Company's separation from Enovis Corporation in 2022 and, given their demonstrated track record, the ongoing risk that larger publicly traded or private equity-backed companies seek to attract and hire our NEOs. In addition, the Committee considered the need for additional long-term retention tools given the vesting of historical equity grants, including the founder grants awarded in connection with the separation. These retention awards consist of (i) 50% time-based RSUs, vesting in equal installments on the first day of the month following each of the third, fourth and fifth anniversaries of the date of grant and (ii) 50% PRSUs, contingent on both the achievement of certain Company metrics at the end of a three-year performance period and thereafter vesting in equal installments on the first day of the month following each of the third, fourth and fifth anniversaries of the date of grant. Awardees must remain employed through the entire vesting period to be

  29. Executive Summary

    Table of Contents eligible for payout of the awards, regardless of whether the awardee is eligible for retirement treatment under his or her annual long-term incentive awards. These awards were structured with longer vesting terms than our annual equity awards in order to reinforce longer-term retention and leadership continuity, especially in light of our executive officers' critical role in driving financial performance, stockholder value and strategic execution. •Continued Focus on Long-Term Performance: The Compensation and Human Capital Management Committee approved an annual equity grant to each of our NEOs during 2025 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 through 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 through 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 of interests between our executive officers and our stockholders. •Limited Base Salary Increases: Modest base salary increases were provided to the CEO and other NEOs in 2025 to offset increases in the cost of living.

  30. 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 39 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 40 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. | Awards are equity-based, with stock options and RSUs vesting in equal installments over a three-year period and PRSUs cliff vesting based on achievement of certain Company metrics following the conclusion of a three-year performance period. See page 42 for further detail. |

  31. PRSU 3 Year Performance Period

    Annual Incentive Plan (see "Bonus Calculation and Payment - Financial and Operational Metrics and 2025 Payout Decision" on Page 41 for a description of performance goals) 100% aEPS subject to +/- 20% rTSR modifier Options Annual Incentive RSUs Base Salary PRSUs * Does not include one-time equity-based retention grant.

  32. PRSU 3 Year Performance Period

    Annual Incentive Plan (see "Bonus Calculation and Payment - Financial and Operational Metrics and 2025 Payout Decision " on Page 41 for a description of performance goals) 100% aEPS subject to +/- 20% rTSR modifier Options Annual Incentive RSUs Base Salary PRSUs * Does not include one-time equity-based retention grants.

  33. 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 consultants engaged by the Compensation and Human Capital Management Committee during 2025, FW Cook and Meridian (i) are each, 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) have never provided any services to the Company other than the compensation-related services provided to the Compensation and Human Capital Management Committee. See page 46 for further details. | | No defined benefit pension plan – We do not maintain a defined benefit pension plan for any senior executives. |

  34. 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 2025 Payout Decision” on page 41. 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.

  35. Elements of Our 2025 Executive Compensation Program

    | Annual Incentive Plan |

  36. Elements of Our 2025 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 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 and Ms. Campion is based on ESAB's overall corporate performance. 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:

  37. Elements of Our 2025 Executive Compensation Program

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

  38. Elements of Our 2025 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.

  39. Bonus Calculation and Payment – Financial and Operational Metrics and 2025 Payout Decision

    Bonus Calculation and Payment – Financial and Operational Metrics and 2025 Payout Decision Our 2025 financial targets for our NEOs were based on the Company's corporate performance, as measured by adjusted EBITDA, net sales and working capital turns for the CFF. The targets were based upon ESAB’s operational and financial goals for full year 2025, and represented significant progress in each category toward the achievement of the Company’s long-term growth objectives and aligned with ESAB’s corporate budget. The financial and operational performance measures and corresponding weights of these metrics for 2025 were as follows:

  40. Bonus Calculation and Payment – Financial and Operational Metrics and 2025 Payout Decision

    | Measure | Corporate Weighting | | Adjusted EBITDA(1) | 50% | | Net Sales (as adjusted)(2) | 30% | | Working Capital Turns(3) | 20% |

  41. Bonus Calculation and Payment – Financial and Operational Metrics and 2025 Payout Decision

    (1)Adjusted EBITDA is measured by comparing Adjusted EBITDA excluding any unbudgeted 2025 acquisition to the 2025 Adjusted EBITDA targets at actual foreign exchange rates and is defined as U.S. GAAP net income from continuing operations plus net interest expense, income taxes and acquisition-amortization and other related charges, separation costs, restructuring costs per company policy, non-cash asset impairments including goodwill and intangibles, unbudgeted acquisition and divestiture costs, foreign currency exchange gains or losses arising from initial recognition of a highly inflationary currency, pension curtailment costs, effects from changes in U.S. GAAP or other unplanned or nonrecurring items that the Compensation and Human Capital Management Committee considers unusual and not representative of the underlying economic performance of the Company, with budgeted results for any divested/discontinued entities added to actual results in determining 2025 performance. 2025 Adjusted EBITDA for corporate also excludes Russia. (2)Net sales is measured by U.S. GAAP sales excluding any sales from unbudgeted 2025 acquisitions, compared to 2025 budgeted sales at actual foreign exchange rates, with budgeted results for any divested/discontinued entities added to actual results in determining 2025 performance. 2025 Net Sales for corporate also excludes Russia. (3)Working capital turns is based on average working capital amounts and annualized sales based on the last 3 months of the year. 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.

  42. Bonus Calculation and Payment – Financial and Operational Metrics and 2025 Payout Decision

    | 42 | | | | 2026 Proxy Statement |

  43. Bonus Calculation and Payment – Financial and Operational Metrics and 2025 Payout Decision

    Table of Contents 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. Based on our corporate results for 2025 as compared to expectations, management recommended that each of our executive officers forego their cash bonuses for fiscal 2025. The Board and the Compensation and Human Capital Management Committee considered and accepted this recommendation and the Company did not pay cash bonuses to our executive officers for fiscal 2025. Since the decision was made to not issue cash bonuses under our EIP, the Committee did not certify a CFF or approve IPFs for our NEOs for fiscal 2025.

  44. Bonus Calculation and Payment – Financial and Operational Metrics and 2025 Payout Decision

    | Long-Term Incentives |

  45. Bonus Calculation and Payment – Financial and Operational Metrics and 2025 Payout Decision

    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 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 the first day of the month following 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 options, RSUs and PRSUs each contain retirement provisions providing for the continued vesting of all or a portion of the award in the event the executive officer retires and meets certain eligibility criteria. For PRSUs granted in 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 Cash Flow Conversion during the last year of the performance period. Each metric has a 50% weighting for purposes of determining performance results. In addition, for the first and second year of the performance period, the Compensation and Human Capital Management Committee established an annual minimum for each performance criterion. If the Company's performance falls below the minimum as of the end of the first or second year of the performance period, the number of PRSUs earned at the end of the third year will be reduced by 5% for each performance criterion below the annual minimum as of the first and second year of the performance period. The Compensation and Human Capital Management Committee revised the plan design for PRSUs beginning in 2024. For PRSUs granted in 2024 and 2025, the number of PRSUs earned at the end of the three-year performance period will be determined by the average of the Company's adjusted earnings per share each year of the performance period, subject to a 20% modifier (positive or negative) based on the Company's relative TSR performance measured against the S&P 400 Industrials sector during the cumulative three-year performance period. 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 at the time of the revision, 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. The number of PRSUs earned at the end of the performance period, inclusive of the 20% modifier for relative TSR, is capped at 200% of target.

  46. Annual Grants under Omnibus Incentive Plan

    Annual Grants under Omnibus Incentive Plan In February 2025, the Compensation and Human Capital Management Committee granted annual long-term incentive awards under the ESAB Corporation 2022 Omnibus Incentive Plan with a target aggregate value as set forth in the table

  47. Annual Grants under Omnibus Incentive Plan

    | | 43 | | 2026 Proxy Statement | |

  48. Annual Grants under Omnibus Incentive Plan

    Table of Contents 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.

  49. Annual Grants under Omnibus Incentive Plan

    | Annual Grant Recipient | Total Aggregate Value of Grant ($) | | Shyam P. Kambeyanda | $5,660,000 | | Kevin J. Johnson | 1,675,000 | | Olivier Biebuyck | 1,100,000 | | Michele Campion | 680,000 | | Curtis E. Jewell | 900,000 |

  50. Executive Retention Grants

    Executive Retention Grants In February 2025, our Compensation and Human Capital Management Committee, with the support of our non-executive Board members, approved an additional equity grant to certain of our executive officers, including our NEOs. In consultation with the Committee's independent compensation consultant, the Compensation Human Capital Management Committee explored opportunities to continue to retain and motivate key members of the Company's executive leadership team. The Committee considered the key role of our executive leadership team in driving strong financial performance, shareholder value and strategic execution since the Company's separation from Enovis Corporation in 2022. The Committee also weighed the risk of larger publicly traded or private equity-backed companies trying to recruit our NEOs away from the Company, noting that our NEOs are now proven public company leaders in light of the Company's strong performance since the separation. The Compensation and Human Capital Management Committee also considered factors such as existing unvested equity holdings and the vesting of historical equity awards, including founder grants issued at the time of the Company's separation from Enovis Corporation. The Committee’s objective was to reinforce longer-term retention and continuity within a highly effective executive team. In designing a retention plan for our NEOs, the Compensation and Human Capital Management Committee followed a rigorous decision-making process that included benchmarking in consultation with the Committee's independent compensation consultant. The Compensation and Human Capital Management Committee also designed the awards to strengthen the alignment between our NEOs' compensation and the Company's financial performance and stock price, including adjusted earnings per share and relative TSR, which are key measurements of our success. These awards were intentionally structured with longer vesting terms than our annual equity awards and purposefully excluded the retirement provisions of the annual long-term incentive awards in order to reinforce long-term retention and sustained leadership

  51. Executive Retention Grants

    | Form of Award | Percentage of Overall Grant | Key Terms | | RSUs | 50% | ■Ratable vesting over three years in 2028, 2029 and 2030, with one-third of each award vesting on the first day of the month following the third, fourth and fifth anniversaries of the grant date, subject to continued employment through each applicable vesting date. Awardees must remain employed through the entire vesting period to be eligible for payout of the awards, regardless of whether the awardee is eligible for retirement treatment under his or her annual long-term incentive awards. | | PRSUs | 50% | ■Earned at the end of a three-year performance period on December 31, 2027 with the number of PRSUs earned based on 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. | | | | ■Earned PRSUs will ratably vest over three years in 2028, 2029 and 2030, with one-third of each award vesting on each of the first day of the month following the third, fourth and fifth anniversaries of the grant date, subject to continued employment through each applicable vesting date. Awardees must remain employed through the entire vesting period to be eligible for payout of the awards, regardless of whether the awardee is eligible for retirement treatment under his or her annual long-term incentive awards. |

  52. Executive Retention Grants

    | | | PRSUs(1) | | | Grant Date Fair Value ($)(2) | | Executive Officer | RSUs (#) | Threshold (#) | Target (#) | Maximum (#) | | | Shyam P. Kambeyanda | 9,083 | 3,633 | 9,083 | 18,166 | 2,254,946 | | Kevin J. Johnson | 6,056 | 2,422 | 6,056 | 12,112 | 1,503,463 | | Olivier Biebuyck | 4,037 | 1,615 | 4,037 | 8,074 | 1,002,226 | | Michele Campion | 2,019 | 808 | 2,019 | 4,038 | 501,237 | | Curtis E. Jewell | 3,028 | 1,211 | 3,028 | 6,056 | 751,731 |

  53. 2023 PRSU Performance Payout

    2023 PRSU Performance Payout In March 2023, Messrs. Kambeyanda, Johnson, Biebuyck and Jewell and Ms. Campion received an annual equity grant, including PRSUs, as part of our long-term incentive program. The 2023 PRSUs were subject to the Company achieving improvements in Adjusted EBITDA percentage and Adjusted Free Cash Flow Conversion during the last year of the performance period, with each metric weighted 50% for purposes of determining performance results, subject to certain annual minimum performance standards in each of the first and second years of the performance period. Each of the minimum annual performance standards for the first and second years were satisfied, and at the end of the three-year performance period, the Company's Adjusted EBITDA percentage exceeded target, resulting in a payout percentage of 63%

  54. 2023 PRSU Performance Payout

    | | 45 | | 2026 Proxy Statement | |

  55. 2023 PRSU Performance Payout

    Table of Contents for the metric (greater than the 50% target payout percentage). The Company's performance with respect to the Adjusted Free Cash Flow Conversion metric was below threshold, resulting in a payout percentage of 0% for the metric. As a result, the 2023 PRSUs were earned and certified in February 2026 based on a total earned payout percentage of 63%. The PRSUs vested on March 8, 2026.

  56. 2023 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 Corporation in 2022, 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 during 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 63.

  58. Employment Agreements

    | 46 | | | | 2026 Proxy Statement |

  59. Employment Agreements

    Table of Contents

  60. 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 its independent compensation consultant on matters of executive compensation. The Compensation and Human Capital Management Committee annually reviews the list of peer companies previously recommended by its independent advisor 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. In the summer of 2024, the Compensation and Human Capital Management Committee, in consultation with FW Cook, reviewed the Company's peer group and determined that no changes were necessary. As a result, the peer group referenced in 2025 was as follows:

  61. 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) | |

  62. 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 2026, our Compensation and Human Capital Management Committee reviewed the list of peer companies with Meridian in summer 2025. Upon the recommendation of Meridian, the Committee replaced Kennametal Inc. with Graco Inc. to better reflect the Company's current size and expected financial performance. The Committee also removed Barnes Group Inc. due to its recent acquisition. The group of peer companies otherwise

  63. Role of Compensation Consultants and Peer Data Review

    | | 47 | | 2026 Proxy Statement | |

  64. Role of Compensation Consultants and Peer Data Review

    Table of Contents remained unchanged. The Compensation and Human Capital Management Committee intends to annually review the list of peer companies previously recommended by Meridian 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.

  65. Independence of Compensation Consultant

    Independence of Compensation Consultant The Compensation and Human Capital Management Committee annually considers the independence of its independent compensation consultant 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 each of FW Cook and Meridian 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 both FW Cook and Meridian are independent and that their work during 2025 did not raise any conflict of interest.

  66. 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 40. | | 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. |

  67. 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. Such awards are subject to an aggregate annual cap as well as 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 Chief Executive Officer or Chief Human

  68. Equity Grant Practice

    | | 49 | | 2026 Proxy Statement | |

  69. Equity Grant Practice

    Table of Contents 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.

  70. Summary Compensation Table

    Summary Compensation Table

  71. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation ($)(4) | Total ($)(5) | | Shyam P. Kambeyanda | 2025 | 1,074,175 | — | 6,754,615 | 1,415,023 | — | — | 451,729 | 9,695,542 | | President and Chief Executive Officer | 2024 | 1,071,200 | — | 3,771,189 | 1,200,020 | 1,638,895 | — | 302,501 | 7,983,805 | | | 2023 | 1,030,000 | — | 3,379,345 | 1,087,510 | 2,129,588 | — | 279,892 | 7,906,336 | | Kevin J. Johnson | 2025 | 670,622 | — | 2,860,955 | 418,764 | — | — | 90,246 | 4,040,588 | | Executive Vice President, Chief Financial Officer | 2024 | 668,800 | — | 1,430,140 | 375,006 | 642,985 | — | 99,002 | 3,215,933 | | | 2023 | 612,850 | — | 1,107,071 | 356,269 | 791,941 | — | 34,555 | 2,902,686 | | Olivier Biebuyck | 2025 | 547,494 | — | 1,894,291 | 275,039 | — | — | 79,276 | 2,796,100 | | President, Fabrication Technology | 2024 | 540,750 | — | 785,743 | 250,015 | 470,721 | — | 90,142 | 2,137,371 | | | 2023 | 522,885 | — | 993,966 | 250,010 | 643,900 | — | 82,527 | 2,493,288 | | Michele Campion | 2025 | 461,686 | — | 1,049,124 | 170,004 | — | — | 61,768 | 1,742,581 | | Senior Vice President, Chief Human Resources Officer | | | | | | | | | | | Curtis E. Jewell | 2025 | 488,904 | — | 1,479,528 | 225,035 | — | — | 63,912 | 2,257,379 | | Senior Vice President, General Counsel | 2024 | 482,040 | — | 585,437 | 186,270 | 409,442 | — | 67,875 | 1,731,064 | | | 2023 | 463,500 | — | 524,470 | 168,761 | 512,432 | — | 59,511 | 1,728,674 |

  72. Summary Compensation Table

    (1)Amounts represent the aggregate grant date fair value of grants of PRSUs and RSUs made to each NEO, as computed in accordance with FASB ASC Topic 718. See Note 18 to our consolidated financial statements for the year ended December 31, 2025, included in the 2025 Form 10-K. See “Long-Term Incentives” above on page 42. Assuming the maximum achievement of the performance goals applicable to the PRSUs granted to the NEOs in 2025, the grant date value of the annual PRSUs would have been $6,023,453, $1,782,598, $1,170,736, $723,901 and $957,995 for Messrs. Kambeyanda, Johnson and Biebuyck, Ms. Campion and Mr. Jewell, respectively, and the grant date value of the one-time executive retention PRSUs would have been $2,394,460, $1,596,483, $1,064,234, $532,249 and $798,241 for Messrs. Kambeyanda, Johnson and Biebuyck, Ms. Campion and Mr. Jewell, respectively. The grant date fair value of an RSU is calculated based on the closing price of ESAB's common stock on the date of grant. The grant date

  73. Summary Compensation Table

    | 52 | | | | 2026 Proxy Statement |

  74. Summary Compensation Table

    Table of Contents fair values of the PRSUs, which include a relative TSR modifier, including PRSUs granted in 2024 and 2025, are determined using the Monte Carlo simulation valuation method. The following table includes the assumptions used to calculate the aggregate grant date fair value of PRSUs granted in 2024 and 2025, on a grant-date by grant-date basis.

  75. Summary Compensation Table

    | Grant Date | Award Type | Risk-free Rate | Dividend Yield | Volatility Period | Volatility | Correlation Coefficient | | 2/27/2025 | PRSU | 3.97% | 0.26% | 2.84 | 33.19% | 0.69 | | 2/22/2024 | PRSU | 4.41% | 0.26% | 2.86 | 35.36% | 0.65 |

  76. Summary Compensation Table

    (2)Amounts represent the aggregate grant date fair value of grants of stock options made to each NEO, as computed in accordance with FASB ASC Topic 718. See Note 18 to our consolidated financial statements for the year ended December 31, 2025, included in the 2025 Form 10-K. The grant date fair value of options is calculated using the Black Scholes-based option value based on the closing price of our common stock on the date of grant. The exercise price for stock option awards equals the closing price of our common stock on the date of grant. See “Long-Term Incentives” above on page 48. The following table includes the assumptions used to calculate the aggregate grant date fair value of options granted in 2023, 2024 and 2025, on a grant-date by grant-date basis.

  77. Summary Compensation Table

    | Grant Date | Award Type | Risk-free Rate | Dividend Yield | Expected Life | Volatility | | 2/27/2025 | Stock Option | 4.09% | 0.26% | 4.50 | 30.52% | | 2/22/2024 | Stock Option | 4.33% | 0.26% | 4.50 | 34.13% | | 3/8/2023 | Stock Option | 4.34% | 0.98% | 4.50 | 39.09% |

  78. Summary Compensation Table

    (3)As discussed under “Annual Incentive Plan” above on page 40, at management's recommendation, our NEOs did not receive any payout under our EIP for the 2025 performance period. (4)Amounts set forth in this column for 2025 consist of the following (numbers may not sum due to rounding):

  79. Summary Compensation Table

    | Name | Company 401(k)/Deferred Compensation Plan Match and Contribution ($)(a) | Financial Services ($)(b) | Aircraft Usage ($)(c) | Long-Term Disability Premiums ($)(d) | Group Term Life Insurance ($)(e) | Executive Physical ($)(f) | Total ($) | | Mr. Kambeyanda | 162,784 | 22,145 | 257,086 | 5,276 | 1,094 | 3,344 | 451,729 | | Mr. Johnson | 78,817 | 4,000 | — | 6,454 | 976 | — | 90,246 | | Mr. Biebuyck | 61,093 | 10,000 | — | 7,387 | 796 | — | 79,276 | | Ms. Campion | 44,183 | 10,000 | — | 6,265 | 671 | 649 | 61,768 | | Mr. Jewell | 53,901 | 1,950 | — | 5,329 | 711 | 2,021 | 63,912 |

  80. Summary Compensation Table

    (a)Amount represents the aggregate Company match and Company contribution made by ESAB during 2025 to such NEO’s 401(k) plan account and Non-Qualified Deferred Compensation Plan account. See the Nonqualified Deferred Compensation table and accompanying narrative for additional information on the Non-Qualified Deferred Compensation Plan. (b)Amount represents amounts for financial planning services as reimbursed by the Company during 2025. (c)Amount represents Company expenses incurred for private plane usage by Mr. Kambeyanda in 2025. The Company is billed directly for the charter flight services used for Mr. Kambeyanda’s personal travel. Mr. Kambeyanda is entitled to personal use of a private aircraft chartered by the Company in an aggregate amount not to exceed the lesser of (i) $100,000 in compensation income (i.e. imputed income under tax rules) when combined with the cost of any reimbursed personal financial planning services and (ii) $300,000 in actual cost to the Company for any calendar year. The imputed income to Mr. Kambeyanda for these flights as calculated under the tax rules was $49,776, based on the Standard Industry Fare Level rates promulgated by the Internal Revenue Service. The Company does not gross-up or make whole Mr. Kambeyanda for the income imputed to his personal use of chartered flights. (d)Amount represents premiums for group long-term and executive supplemental long-term disability insurance and disability income protection. (e)Amount represents the imputed income of a life insurance benefit equal to 1.5 times salary, capped at $1,125,000 for each NEO. (f)Amount represents the value of an annual executive physical examination and/or membership fees associated with concierge medicine services (including test results and consultation). (5)Numbers may not sum due to rounding.

  81. Summary Compensation Table

    | | 53 | | 2026 Proxy Statement | |

  82. Summary Compensation Table

    Table of Contents

  83. Grants of Plan-Based Awards for 2025

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

  84. Grants of Plan-Based Awards for 2025

    | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of shares of stock or units (#)(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 | — | 687,500 | 1,375,000 | 3,437,500 | — | — | — | — | — | — | — | | | Annual PRSUs | 2/27/2025 | — | — | — | 9,140 | 22,849 | 45,698 | — | — | — | 3,011,727 | | | Retention PRSUs | 2/27/2025 | — | — | — | 3,633 | 9,083 | 18,166 | — | — | — | 1,197,230 | | | Annual RSUs | 2/27/2025 | — | — | — | — | — | — | 11,425 | — | — | 1,418,185 | | | Retention RSUs | 2/27/2025 | — | — | — | — | — | — | 9,083 | — | — | 1,127,473 | | | Stock Options | 2/27/2025 | — | — | — | — | — | — | — | 36,024 | 124.13 | 1,415,023 | | Kevin J. Johnson | ESAB Incentive Plan | — | 275,600 | 551,200 | 1,378,000 | — | — | — | — | — | — | — | | | Annual PRSUs | 2/27/2025 | — | — | — | 2,705 | 6,762 | 13,524 | — | — | — | 891,299 | | | Retention PRSUs | 2/27/2025 | — | — | — | 2,422 | 6,056 | 12,112 | — | — | — | 798,241 | | | Annual RSUs | 2/27/2025 | — | — | — | — | — | — | 3,381 | — | — | 419,684 | | | Retention RSUs | 2/27/2025 | — | — | — | — | — | — | 6,056 | — | — | 751,731 | | | Stock Options | 2/27/2025 | — | — | — | — | — | — | — | 10,661 | 124.13 | 418,764 | | Olivier Biebuyck | ESAB Incentive Plan | — | 210,938 | 421,875 | 1,054,688 | — | — | — | — | — | — | — | | | Annual PRSUs | 2/27/2025 | — | — | — | 1,776 | 4,441 | 8,882 | — | — | — | 585,368 | | | Retention PRSUs | 2/27/2025 | — | — | — | 1,615 | 4,037 | 8,074 | — | — | — | 532,117 | | | Annual RSUs | 2/27/2025 | — | — | — | — | — | — | 2,221 | — | — | 275,693 | | | Retention RSUs | 2/27/2025 | — | — | — | — | — | — | 4,037 | — | — | 501,113 | | | Stock Options | 2/27/2025 | — | — | — | — | — | — | — | 7,002 | 124.13 | 275,039 |

  85. Grants of Plan-Based Awards for 2025

    | 54 | | | | 2026 Proxy Statement |

  86. Grants of Plan-Based Awards for 2025

    Table of Contents

  87. Grants of Plan-Based Awards for 2025

    | Michele Campion | ESAB Incentive Plan | — | 166,110 | 332,220 | 830,550 | — | — | — | — | — | — | — | | | Annual PRSUs | 2/27/2025 | — | — | — | 1,098 | 2,746 | 5,492 | — | — | — | 361,950 | | | Retention PRSUs | 2/27/2025 | — | — | — | 808 | 2,019 | 4,038 | — | — | — | 266,124 | | | Annual RSUs | 2/27/2025 | — | — | — | — | — | — | 1,373 | — | — | 170,430 | | | Retention RSUs | 2/27/2025 | — | — | — | — | — | — | 2,019 | — | | 250,618 | | | Stock Options | 2/27/2025 | — | — | — | — | — | — | — | 4,328 | 124.13 | 170,004 | | Curtis E. Jewell | ESAB Incentive Plan | — | 175,910 | 351,820 | 879,550 | — | — | — | — | — | — | — | | | Annual PRSUs | 2/27/2025 | — | — | — | 1,454 | 3,634 | 7,268 | — | — | — | 478,998 | | | Retention PRSUs | 2/27/2025 | — | — | — | 1,211 | 3,028 | 6,056 | — | — | — | 399,121 | | | Annual RSUs | 2/27/2025 | — | — | — | — | — | — | 1,817 | — | — | 225,544 | | | Retention RSUs | 2/27/2025 | — | — | — | — | — | — | 3,028 | — | — | 375,866 | | | Stock Options | 2/27/2025 | — | — | — | — | — | — | — | 5,729 | 124.13 | 225,035 |

  88. Grants of Plan-Based Awards for 2025

    (1)Amounts represent the range of potential cash payouts for the 2025 performance period under the EIP. At the recommendation of management, the Company did not pay cash bonuses to our executive officers for fiscal 2025. See the Compensation Discussion and Analysis for additional information. (2)Amounts represent the range of potential shares issuable under annual and executive retention PRSU awards. The annual 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. The executive retention PRSUs are earned 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 and subsequently vest the first day of the month following the third, fourth and fifth anniversaries of the grant date, subject to continued employment on each applicable vesting date. (3)Amounts represent annual awards and executive retention awards of RSUs. The annual RSUs vest in three equal annual installments beginning on the first day of the month following the first anniversary of the grant date. The executive retention RSUs vest in three equal annual installments beginning on the first day of the month following the third, fourth and fifth anniversaries of the grant date. (4)Amounts represent annual 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 RSU awards granted on February 27, 2025, the grant date fair value is calculated using a fair market value of $124.13. For stock options granted on February 27, 2025, the Black-Scholes value of $39.28 was used to calculate the grant date fair value. For the PRSUs granted on February 27, 2025, the grant date fair value of $131.81 is calculated using the Monte Carlo simulation valuation method. Please refer to footnote (1) to the Summary Compensation Table for additional information regarding these assumptions.

  89. Grants of Plan-Based Awards for 2025

    | | 55 | | 2026 Proxy Statement | |

  90. Grants of Plan-Based Awards for 2025

    Table of Contents

  91. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table shows, as of December 31, 2025, the number of outstanding stock options, PRSU awards and RSU awards held by our NEOs.

  92. Outstanding Equity Awards at 2025 Fiscal Year-End

    | 56 | | | | 2026 Proxy Statement |

  93. Outstanding Equity Awards at 2025 Fiscal Year-End

    Table of Contents

  94. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | Option Awards | | | | Stock Awards | | | | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date(1) | Number of Shares or Units of Stock That Have Not Vested (#)(2) | | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(5) | | Shyam P. Kambeyanda | — | 36,024 | 124.13 | 2/26/2032 | — | | — | | — | | — | | | 12,330 | 24,662 | 93.82 | 2/21/2031 | — | | — | | — | | — | | | 33,105 | 16,553 | 61.32 | 3/7/2030 | — | | — | | — | | — | | | 37,070 | — | 47.34 | 5/11/2029 | — | | — | | — | | — | | | 19,153 | — | 51.96 | 2/16/2029 | — | | — | | — | | — | | | 18,539 | — | 55.96 | 2/21/2028 | — | 0 | — | 0 | — | 0 | — | | | 24,888 | — | 46.94 | 2/23/2027 | — | | — | | — | | — | | | 59,404 | — | 33.49 | 2/24/2026 | — | | — | | — | | — | | | — | — | — | — | 57,158 | | 6,385,692 | | — | | — | | | — | — | — | — | — | | — | | 95,469 | | 10,665,797 | | Kevin J. Johnson | — | 10,661 | 124.13 | 2/26/2032 | — | | — | | — | | — | | | 3,853 | 7,707 | 93.82 | 2/21/2031 | — | | — | | — | | — | | | 10,845 | 5,423 | 61.32 | 3/7/2030 | — | | — | | — | | — | | | 15,907 | — | 47.34 | 5/11/2029 | — | | — | | — | | — | | | 6,575 | — | 55.96 | 2/21/2028 | — | | — | | — | | — | | | 7,300 | — | 46.94 | 2/23/2027 | — | | — | 0 | — | 0 | — | | | 9,139 | — | 33.49 | 2/24/2026 | — | | — | | — | | — | | | — | — | — | — | 23,434 | | 2,618,046 | | — | 0 | — | | | — | — | — | — | — | | — | | 33,228 | | 3,712,232 | | Olivier Biebuyck | — | 7,002 | 124.13 | 2/26/2032 | — | | — | | — | | — | | | 2,569 | 5,138 | 93.82 | 2/21/2031 | — | | — | | — | | — | | | 7,610 | 3,806 | 61.32 | 3/7/2030 | — | | — | | — | | — | | | 8,511 | — | 47.34 | 5/11/2029 | — | | — | | — | | — | | | 7,440 | — | 55.96 | 2/21/2028 | — | | — | | — | | — | | | — | — | — | — | 15,484 | | 1,729,872 | | — | | — | | | — | — | — | — | — | | — | | 22,507 | | 2,514,482 | | Michele Campion | — | 4,328 | 124.13 | 2/26/2032 | — | | — | | — | | — | | | 1,747 | 3,494 | 93.82 | 2/21/2031 | — | | — | | — | | — | | | 5,175 | 2,588 | 61.32 | 3/7/2030 | — | | — | | — | | — | | | 7,196 | — | 47.34 | 5/11/2029 | — | | — | | — | | — | | | — | — | — | — | 9,287 | | 1,037,544 | | — | | — | | | — | — | — | — | — | 0 | — | | 14,306 | | 1,598,266 | | Curtis E. Jewell | — | 5,729 | 124.13 | 2/26/2032 | — | | — | | — | | — | | | 1,914 | 3,828 | 93.82 | 2/21/2031 | — | | — | | — | | — | | | 5,137 | 2,569 | 61.32 | 3/7/2030 | — | | — | | — | | — | | | 6,985 | — | 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 | — | | — | | — | | — | | | — | — | — | — | 10,827 | | 1,209,592 | | — | | — | | | — | — | — | — | — | | — | | 16,524 | 1 7 5 4 7 2 2 | 1,846,061 |

  95. Outstanding Equity Awards at 2025 Fiscal Year-End

    (1)The vesting date of unvested stock option awards is set forth beside each option expiration date in the following chart. Note that the vesting date provided reflects when the options fully vest. Stock option awards vest ratably over three years beginning on the first anniversary of the grant date. Annual stock option awards contain a retirement provision providing for the continued vesting of the award in the event the executive officer retires and meets certain eligibility criteria. Stock option awards with an April 5, 2022 grant date

  96. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | 57 | | 2026 Proxy Statement | |

  97. Outstanding Equity Awards at 2025 Fiscal Year-End

    Table of Contents were Enovis stock options granted to our NEOs prior to the Company's separation from Enovis Corporation in 2022 that were converted into ESAB stock options of comparable value upon such separation.

  98. Outstanding Equity Awards at 2025 Fiscal Year-End

    | Option Grant Date | Option Expiration Date | Option Full Vesting Date (options vest over three year period except as noted above) | | 2/27/2025 | 2/26/2032 | 2/27/2028 | | 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 |

  99. Outstanding Equity Awards at 2025 Fiscal Year-End

    (2)For Mr. Kambeyanda, the amounts represent (i) 21,593 RSUs that vest ratably over three years, beginning on May 12, 2025, (ii) 6,124 RSUs that vest ratably over three years, beginning on March 8, 2024, (iii) 8,933 RSUs that vest ratably over three years, beginning on February 22, 2025, (iv) 11,425 RSUs that vest ratably over three years, beginning March 1, 2026 and (v) 9,083 RSUs that vest ratably over three years, beginning March 1, 2028. For Mr. Johnson, the amounts represent (i) 7,227 RSUs that vest ratably over three years, beginning on May 12, 2025, (ii) 2,006 RSUs that vest ratably over three years, beginning on March 8, 2024, (iii) 1,972 RSUs that vest ratably over three years, beginning on January 2, 2025, (iv) 2,792 RSUs that vest ratably over three years, beginning on February 22, 2025, (v) 3,381 RSUs that vest ratably over three years, beginning on March 1, 2026 and (vi) 6,056 RSUs that vest ratably over three years, beginning on March 1, 2028. For Mr. Biebuyck, the amounts represent (i) 4,724 RSUs that vest ratably over three years, beginning on May 12, 2025, (ii) 1,232 RSUs that vest ratably over three years, beginning on February 1, 2024, (iii) 1,408 RSUs that vest ratably over three years, beginning on March 8, 2024, (iv) 1,862 RSUs that vest ratably over three years, beginning on February 22, 2025, (v) 2,221 RSUs that vest ratably over three years, beginning March 1, 2026 and (vi) 4,037 RSUs that vest ratably over three years, beginning March 1, 2028. For Ms. Campion, the amounts represent (i) 3,671 RSUs that vest ratably over three years, beginning on May 12, 2025, (ii) 958 RSUs that vest ratably over three years, beginning on March 8, 2024, (iii) 1,266 RSUs that vest ratably over three years, beginning on February 22, 2025, (iv) 1,373 RSUs that vest ratably over three years, beginning March 1, 2026 and (v) 2,019 RSUs that vest ratably over three years, beginning March 1, 2028. For Mr. Jewell, the amounts represent (i) 3,644 RSUs that vest ratably over three years, beginning on May 12, 2025, (ii) 951 RSUs that vest ratably over three years, beginning on March 8, 2024, (iii) 1,387 RSUs that vest ratably over three years, beginning on February 22, 2025, (iv) 1,817 RSUs that vest ratably over three years, beginning March 1, 2026 and (v) 3,028 RSUs that vest ratably over three years, beginning March 1, 2028. (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, 2025, which was $111.72 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, 2025. If earned, these PRSUs are then subject to an additional service-based vesting period. The amounts shown in this column reflect awards made in 2025 and show the target amount of PRSUs that may be earned at the end of the performance period upon certification by the 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 2025 are reported at target performance. These amounts are reflected in the “Grants of Plan-Based Awards for 2025” 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, 2025, which was $111.72 per share, multiplied by the threshold number of units, respectively, for each unvested and unearned performance stock award.

  100. Outstanding Equity Awards at 2025 Fiscal Year-End

    | 58 | | | | 2026 Proxy Statement |

  101. Outstanding Equity Awards at 2025 Fiscal Year-End

    Table of Contents

  102. Outstanding Equity Awards at 2025 Fiscal Year-End

    | Option Exercises and Stock Vested |

  103. Outstanding Equity Awards at 2025 Fiscal Year-End

    The following table provides information regarding the vesting of earned PRSUs and RSUs and option exercises during 2025. 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.

  104. Option Exercises and Stock Vested During Fiscal 2025

    Option Exercises and Stock Vested During Fiscal 2025

  105. Option Exercises and Stock Vested During Fiscal 2025

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Shyam P. Kambeyanda | — | — | 45,962 | 15,559,076 | | Kevin J. Johnson | — | — | 14,522 | 3,600,226 | | Olivier Biebuyck | 2,857 | 765,523 | 8,998 | 2,269,147 | | Michele Campion | 3,171 | 735,535 | 7,487 | 1,670,962 | | Curtis E. Jewell | 1,756 | 387,430 | 6,677 | 1,652,103 |

  106. Option Exercises and Stock Vested During Fiscal 2025

    | Nonqualified Deferred Compensation |

  107. Option Exercises and Stock Vested During Fiscal 2025

    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.

  108. Option Exercises and Stock Vested During Fiscal 2025

    | | 59 | | 2026 Proxy Statement | |

  109. Option Exercises and Stock Vested During Fiscal 2025

    Table of Contents

  110. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation

  111. 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 | 98,539 | 141,784 | 168,653 | — | 1,193,552 | | Kevin J. Johnson | 46,371 | 57,816 | 340,901 | — | 2,243,376 | | Olivier Biebuyck | 62,455 | 40,093 | 157,955 | — | 1,067,871 | | Michele Campion | 14,224 | 23,183 | 2,909 | — | 177,158 | | Curtis E. Jewell | 31,441 | 32,901 | 60,407 | — | 447,163 |

  112. 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.

  113. Nonqualified Deferred Compensation

    | Potential Payments Upon Termination or Change in Control |

  114. 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, 2025 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.

  115. Potential Payments Upon Termination or Change of

    Potential Payments Upon Termination or Change of

  116. 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) | | | | 2025 | 9,695,542 | 4,991,509 | 2,709,162 | 1,565,227 | 252.22 | 165.70 | 226,766,000 | 20.0% | | 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 | 2,559,861 | 104.93 | 98.37 | 223,747,000 | 16.8% |

  117. Control

    | Compensation Actually Paid to PEO | 2025 | 2024 | 2023 | 2022 | | Summary Compensation Table Total | $9,695,542 | $7,983,805 | $7,906,336 | $9,508,798 | | Less, value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table | 8,169,638 | 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 | 7,144,252 | 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 | (3,066,482) | 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 | (635,693) | 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 | 23,528 | 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 | $4,991,509 | $19,523,449 | $17,989,528 | $9,392,125 |

  118. Control

    | Average Compensation Actually Paid to Non-PEO NEOs | 2025 | 2024 | 2023 | 2022 | | Average Summary Compensation Table Total | $2,709,162 | $2,185,363 | $2,434,263 | $2,586,988 | | Less, average value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table | 2,093,185 | 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 | 1,827,517 | 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 | (663,238) | 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 | (220,918) | 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 | 5,889 | 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 | $1,565,227 | $4,482,512 | $4,211,247 | $2,559,861 |

  119. 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, 2025.

  120. Compensation Actually Paid (“CAP”), Cumulative TSR and Peer Group TSR

    | | 69 | | 2026 Proxy Statement | |

  121. Compensation Actually Paid (“CAP”), Cumulative TSR and Peer Group TSR

    Table of Contents

  122. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income

  123. Compensation Actually Paid and Adjusted EBITDA Percentage

    Compensation Actually Paid and Adjusted EBITDA Percentage

  124. Compensation Actually Paid and Adjusted EBITDA Percentage

    | 70 | | | | 2026 Proxy Statement |

  125. Compensation Actually Paid and Adjusted EBITDA Percentage

    Table of Contents