Enovis : Proxy Statement 2026
ENOV
Published on 04/14/2026 at 10:24 am EDT
May 19, 2026 at 12:00 p.m. Eastern Time
Tuesday, May 19, 2026
12:00 p.m. Eastern Time
Via live webcast at https://www.virtualshareholdermeeting.com/ENOV2026
To Our Stockholders:
Notice of 2026
Annual Meeting of Stockholders
Notice is hereby given that the 2026 Annual Meeting of Stockholders (the "Annual Meeting") of Enovis Corporation ("Enovis") will be held via live webcast at https://www.virtualshareholdermeeting.com/ENOV2026 on Tuesday, May 19, 2026 at 12:00 p.m. Eastern Time, for the following purposes:
To elect the ten members of the Board of Directors named in the attached proxy statement;
To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026;
To approve the compensation of our named executive officers on an advisory basis ("say-on-pay");
To approve an amendment to the Enovis Corporation 2020 Omnibus Incentive Plan; and
To consider any other matters that properly come before the Annual Meeting or any adjournment or postponement thereof.
The accompanying proxy statement describes the matters to be considered at the Annual Meeting. Only stockholders of record at the close of business on March 30, 2026 are entitled to notice of, and to vote at, the Annual Meeting and at any adjournments or postponements thereof.
We are pleased to take advantage of the Securities and Exchange Commission rules that allow us to furnish our proxy materials and our annual report to stockholders on the Internet. We believe that posting these materials on the Internet enables us to provide our stockholders with the information that they need more quickly while lowering our costs of printing and delivery and reducing the environmental impact of our Annual Meeting.
We are holding the Annual Meeting in a virtual-only format this year. We believe that this is the right choice for Enovis and its stockholders, as allowing stockholders to participate from any location provides expanded stockholder access, improves stockholder convenience, improves communications, and alleviates the environmental impact of traveling to an in-person meeting. To attend, participate in, and vote during the Annual Meeting, stockholders of record must go to the meeting website at https://www.virtualshareholdermeeting.com/ENOV2026 and enter the control number found on their proxy card or Notice of Internet Availability of Proxy Materials (the "Notice"). If you are a beneficial stockholder who owns common stock in street name, meaning through a bank, broker or other nominee, and your voting instruction form or Notice indicates that you may vote those shares through the https://http://www.proxyvote.com website, then you may attend, participate in, and vote during the Annual Meeting using the 16-digit control number indicated on that voting instruction form or Notice. Otherwise, stockholders who hold their shares in street name should contact their bank, broker or other nominee (preferably at least five days before the Annual Meeting) and obtain a "legal proxy" in order to be able to attend, participate in or vote at the Annual Meeting.
As a stockholder of Enovis, your vote is important. Whether or not you plan to attend the Annual Meeting virtually, we urge you to vote your shares at your earliest convenience and thank you for your continued support of Enovis Corporation.
Dated: April 6, 2026
By Order of the Board of Directors
Brian P. Hanigan
Secretary
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Table of Contents
PROXY SUMMARY............................................................................................................................. 1
Corporate Social Responsibility and Sustainability.................................................................. 5
Proxy Statement for Annual Meeting of Stockholders ............................................................. 8
PROPOSAL 1 ELECTION OF DIRECTORS .................................................................................. 9
Director Qualifications................................................................................................................... 9
Nominees for Director ................................................................................................................... 10
Vote Required ................................................................................................................................ 14
Board Recommendation............................................................................................................... 14
CORPORATE GOVERNANCE ......................................................................................................... 15
Director Independence ................................................................................................................. 15
Board of Directors and its Committees ...................................................................................... 15
Compensation Committee Interlocks and Insider Participation ............................................. 17
Mandatory Director Retirement Age ........................................................................................... 17
Identification of Director Candidates and Director Nomination Process............................... 17
Board Leadership Structure ......................................................................................................... 18
Board Evaluation Process............................................................................................................ 18
Board's Role in Risk Oversight.................................................................................................... 19
Standards of Conduct ................................................................................................................... 20
Certain Relationships and Related Person Transactions ....................................................... 21
Contacting the Board of Directors............................................................................................... 21
DIRECTOR COMPENSATION.......................................................................................................... 22
PROPOSAL 2 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM ....................................................................................................... 24
Independent Registered Public Accounting Firm Fees and Services ................................... 24
Audit Committee's Pre-Approval Policies and Procedures..................................................... 25
Vote Required ................................................................................................................................ 25
Board Recommendation............................................................................................................... 25
AUDIT COMMITTEE REPORT ......................................................................................................... 26
COMPENSATION DISCUSSION AND ANALYSIS....................................................................... 27
Executive Summary ...................................................................................................................... 27
Determination of Executive Compensation and Performance Criteria ................................. 31
Elements of Our 2025 Executive Compensation Program ..................................................... 31
COMPENSATION AND HUMAN CAPITAL MANAGEMENT COMMITTEE REPORT........... 40
EXECUTIVE COMPENSATION ........................................................................................................ 41
Summary Compensation Table................................................................................................... 41
Grants of Plan-Based Awards for 2025 ..................................................................................... 43
Outstanding Equity Awards at 2025 Fiscal Year-End.............................................................. 44
Option Exercises and Stock Vested During Fiscal 2025......................................................... 48
Nonqualified Deferred Compensation ........................................................................................ 49
Potential Payments Upon Termination or Change of Control ................................................ 53
CEO PAY RATIO DISCLOSURE...................................................................................................... 54
PAY-VERSUS-PERFORMANCE...................................................................................................... 55
EQUITY COMPENSATION PLAN INFORMATION....................................................................... 58
DELINQUENT SECTION 16(A) REPORTS .................................................................................... 58
PROPOSAL 3 APPROVAL OF NAMED EXECUTIVE OFFICERS' COMPENSATION, ON
A NON-BINDING ADVISORY BASIS ("SAY-ON-PAY").......................................................... 59
Why You Should Approve Our Executive Compensation Program ...................................... 59
Vote Required ................................................................................................................................ 59
Board Recommendation............................................................................................................... 59
PROPOSAL 4 APPROVAL OF AN AMENDMENT TO THE ENOVIS CORPORATION
2020 OMNIBUS INCENTIVE PLAN.............................................................................................. 60
Share Request Background......................................................................................................... 60
Outside Director Award Limit Background ................................................................................ 61
Highlights of the Amended 2020 Plan........................................................................................ 61
Summary of the Material Terms of the 2020 Plan.................................................................... 62
Share Usage................................................................................................................................... 64
Federal Income Tax Consequences .......................................................................................... 66
Existing Plan Benefits to Named Executive Officers and Others .......................................... 68
Registration with the SEC ............................................................................................................ 69
Equity Compensation Plan Information...................................................................................... 69
Why You Should Approve the Amendment to the Enovis Corporation 2020 Omnibus
Incentive Plan................................................................................................................................. 69
Vote Required ................................................................................................................................ 69
Board Recommendation............................................................................................................... 69
BENEFICIAL OWNERSHIP OF OUR COMMON STOCK ........................................................... 70
GENERAL MATTERS......................................................................................................................... 72
Outstanding Stock and Voting Rights ........................................................................................ 72
Stockholder Proposals and Nominations................................................................................... 73
Delivery of Documents to Stockholders Sharing an Address................................................. 73
Additional Information ................................................................................................................... 74
Other Matters ................................................................................................................................. 74
This proxy statement (this "Proxy Statement") includes forward-looking statements, including forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements concerning the plans, goals, objectives, outlook, expectations and intentions of Enovis Corporation ("Enovis" or "we") and other statements that are not historical or current fact. Forward-looking statements are based on our current expectations and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. Factors that could cause our results to differ materially from current expectations include, but are not limited to, risks related to macroeconomic conditions, including the impact of increasing inflationary pressures; changes in government trade policies, including the implementation of tariffs; supply chain disruptions; increasing energy costs and availability concerns, particularly in the European market; disruptions in the global economy caused by escalating geopolitical tensions including in connection with the ongoing conflicts between Russia and the Ukraine and in the Middle East; the impact of public health emergencies and global pandemics; and the other factors detailed in our reports filed with the Securities and Exchange Commission (the "SEC"), including our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 under the caption "Risk Factors," as well as the other risks discussed in our filings with the SEC. In addition, these statements are based on assumptions that are subject to change. This Proxy Statement speaks only as of the date hereof. We do not assume any obligation and do not intend to update any forward-looking statement except as required by law. Additionally, certain information included herein or elsewhere, including our website, is informed by third-party frameworks and other stakeholder expectations and is therefore not necessarily "material" for purposes of our securities filings.
PROXY SUMMARY
This summary highlights information contained elsewhere in this Proxy Statement. It does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. Page references are supplied to help you find further information in this Proxy Statement.
Annual Meeting of Stockholders
Date and Time: Tuesday, May 19, 2026 at 12:00 p.m., Eastern Time
Location: Via live webcast at https://www.virtualshareholdermeeting.com/ENOV2026
Record Date: March 30, 2026
Availability of Proxy Materials - Use of Notice and Access
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be held on May 19, 2026: Our Annual Report to Stockholders and this Proxy Statement are available at https://www.proxyvote.com.
Pursuant to the "notice and access" rules adopted by the Securities and Exchange Commission, we have elected to provide stockholders access to our proxy materials primarily over the Internet. Accordingly, on or about April 6, 2026, we sent a Notice of Internet Availability of Proxy Materials (the "Notice") to our stockholders entitled to vote at the Annual Meeting as of the close of business on March 30, 2026, the record date of the meeting. The Notice includes instructions on how to access our proxy materials over the Internet and how to request a printed copy of these materials. In addition, by following the instructions in the Notice, stockholders may request to receive proxy materials in printed form by mail or electronically by e-mail on an ongoing basis.
Choosing to receive your future proxy materials by e-mail will save us the cost of printing and mailing documents to you and will reduce the impact of our annual meetings on the environment. If you choose to receive future proxy materials by e-mail, you will receive an e-mail next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by e-mail will remain in effect until you terminate it.
Who May Vote
You may vote if you were a stockholder of record at the close of business on March 30, 2026, the record date.
How to Cast Your Vote
You can vote by any of the following methods:
Via the internet (https://www.proxyvote.com) through May 18, 2026;
By completing, signing and returning your proxy by mail in the envelope provided or to Vote Processing, c/o Broadridge, 51
Via virtual attendance and voting at the Annual Meeting. To attend the Annual Meeting, you must go to the meeting website
at https://www.virtualshareholdermeeting.com/ENOV2026 and enter your control number. Once admitted, you may vote by following the instructions available on the meeting website. If you are a beneficial stockholder who owns shares in street name and have
questions about your control number or how to obtain one, please contact the bank, broker or other nominee who holds your shares.
If you are a beneficial stockholder who owns your shares in street name, the availability of online or telephone voting may depend on the voting procedures of the organization that holds your shares.
Voting Matters
We are asking you to vote on the following proposals at the Annual Meeting:
Proposal
Board Vote Recommendation
Page Reference
Proposal 1 - Election of Directors
FOR each director nominee
9
Proposal 2 - Approval of Auditor
FOR
24
Proposal 3 - Say-on-Pay
FOR
59
Proposal 4 - Approval of an amendment to the Enovis Corporation 2020 Omnibus Incentive Plan
FOR
60
Board and Governance Highlights
∎ Refreshed and experienced Board, with five new directors appointed since April 2022
∎ Strong Independent Chair
∎ Anti-hedging, anti-pledging, and clawback policies
∎ Robust stock ownership requirements for officers and directors
∎ Majority voting standard in uncontested director elections
∎ Mandatory retirement age of 75 for directors (subject to waiver)
Board Nominees (page 10)
The following table provides summary information about each director nominee:
Name
Age
Director
Since
Occupation
Independent
Committee
Memberships
Other Public Boards
Sharon Wienbar (Chair)
64
2016
Former Partner, Scale Venture Partners
✓
CHCM
∎ Resideo Technologies, Inc.
∎ Ingram Micro Holding Corporation
Damien McDonald
61
2025
Chief Executive Officer, Enovis Corporation
N/A
None
Barbara W. Bodem
58
2022
Former Chief Financial Officer, Hill-Rom Holdings, Inc.
Audit
∎ BioMarin Pharmaceutical Inc.
∎ Option Care Health,
Inc.
Liam J. Kelly
59
2020
Former President and Chief Executive Officer, Teleflex Incorporated
Nominating
∎ None
Angela S. Lalor
60
2022
Retired Senior VP, Human Resources, Danaher Corporation
CHCM (Chair)
None
Philip A. Okala
57
2021
Chief Operating Officer, Tufts Medicine
Audit
None
Christine Ortiz
55
2022
Morris Cohen Professor of Materials Science and Engineering at Massachusetts Institute of Technology
Nominating
∎ Mueller Water
Products, Inc.
A. Clayton Perfall
67
2010
Former Operating Executive, Tailwind Capital
Audit (Chair)
None
Brady R. Shirley
60
2022
Former President and Chief Operating Officer, Enovis Corporation
N/A
None
Rajiv Vinnakota
55
2008
President, Institute for Citizens & Scholars (formerly the Woodrow Wilson National Fellowship Foundation)
CHCM
Nominating (Chair)
∎ ESAB Corporation
Our ten director nominees are current directors and have a diverse range of backgrounds, skills and experience, which the Board believes contributes to the effective oversight of the Company. The following charts summarize the composition of our Board and skills and experience of our Board members:
Skills and Attributes
Tech/R&D/Innovation experience 5/10
Other public company board experience 7/10
Extensive M&A or capital markets experience 7/10
In accordance with the Company's Amended and Restated Bylaws (the "Bylaws"), to be elected each director nominee must receive a majority of the votes cast with respect to that director's election. Incumbent directors nominated for election by the Board are required, as a condition to such nomination, to submit a conditional letter of resignation to the Chair of the Board. In the event that a nominee for director does not receive a majority of the votes cast at the Annual Meeting with respect to his or her election, the Board will promptly consider whether to accept or reject the conditional resignation of that nominee, or whether other action should be taken. The Board will then take action and will publicly disclose its decision and the rationale behind it no later than 90 days following the certification of election results.
Our corporate social responsibility ("CSR") and sustainability program is organized around identifying, assessing and managing on an ongoing basis the environmental, social and governance factors that are relevant to our long-term financial performance. Our sustainability program aims to take into account the interests of our key stakeholder constituencies, including our employees, customers, communities and stockholders. Issues that we focus on across the Company include workplace health and safety, energy efficiency, waste management, climate risk, human capital management, supply chain management, business ethics and compliance, and data privacy and protection.
Details regarding our CSR program and initiatives, including our most recent CSR Reports, can be accessed on our website at https://www.enovis.com on the Investors page under the Corporate Governance Tab.
The information on our website is not, and shall not be deemed to be, a part of this Proxy Statement or incorporated into any other filings we make with the SEC, and any reference to our website is intended to be an inactive textual reference only.
We take environmental, social and governance risks and opportunities into account in our strategic decision-making, both by the Board and management.
∎ Environmental, social and governance matters are managed and monitored by senior management throughout the year. The Board exercises oversight over these matters at the full Board level and through our relevant committees.
∎ Under its charter, our Nominating and Corporate Governance Committee is expressly tasked with reviewing the Company's undertakings with respect to environmental, social and governance matters, including our role as a corporate citizen and policies and programs relating to health, safety and sustainability matters. An update on these matters is included as a standing agenda item at each Nominating and Corporate Governance Committee Meeting.
∎ Our refreshed Board is comprised of individuals with diverse backgrounds, skills and experiences, and our Nominating and Corporate Governance Committee charter and Corporate Governance Guidelines reflect our commitment to actively seeking out highly qualified candidates with diverse backgrounds, experiences and skills as part of each director search the Company undertakes.
∎ Our Audit Committee charter expressly tasks the Audit Committee with the review and oversight of the Company's policies with
respect to risk assessment and risk management related to information technology and cybersecurity.
∎ At least once a quarter, management provides the Audit Committee with an update on cybersecurity.
∎ The Company maintains a robust information security training and compliance program, which includes, among other things, regular phishing awareness training.
∎ We also maintain a global data privacy program, which is overseen by our global privacy officer and sets out a framework for compliance with the EU General Data Protection Regulation and other relevant privacy laws and regulations.
The protection of human health, personal safety and environmental quality rank at the highest level of importance to Enovis.
∎ Our full Board reviews our safety initiatives at the start of each regularly scheduled Board meeting.
∎ In addition, our executive leadership team reviews safety matters with our site leaders on a regular and ongoing basis, and our safety initiatives and safety performance are discussed and highlighted with all Enovis team members at each quarterly town hall meeting.
∎ As part of our continuous improvement culture, we maintain an active and robust environmental, health and safety ("EHS") audit program, and our team members participate in EHS training on an ongoing basis.
∎ We collect and analyze our energy usage on an enterprise-wide basis, including an enterprise-wide inventory of our Scope 1 and Scope 2 greenhouse gas (GHG) emissions, and other key metrics, which we publish in our CSR Reports.
Human Capital; Human Rights and Supply Chain
As an equal opportunity employer, we are committed to building and maintaining a workforce where all individuals can have opportunities to grow and succeed.
∎ Our Compensation and Human Capital Management Committee's responsibilities include oversight of the Company's strategies and policies related to human capital management, including matters such as pay for performance, pay equity, corporate culture, talent development and retention.
∎ We conduct an annual global associate engagement survey to gather associate feedback. We share the survey results with all team members, and managers conduct formal focus groups and discussions with their teams to implement action plans to address key areas for improvement.
∎ We have publicly stated our commitment to respecting human rights across all of our business operations in accordance with the Universal Declaration of Human Rights, the UN Guiding Principles on Business and Human Rights and the ILO Declaration on Fundamental Principles and Rights at Work.
Without limiting the foregoing, we do not utilize or permit:
Child labor, Forced labor, or
Other abusive or unsafe working conditions.
∎ To further emphasize our commitment to human rights, we have adopted a Global Human Rights Policy, which is available on our website at https://www.enovis.com on the Investors page under the Corporate Governance tab.
Auditor Ratification (page 24)
We ask our stockholders to approve the selection of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2026. Below is summary information about fees paid or due to be paid to Ernst & Young LLP for services provided in 2025 and 2024:
Fee Category (fees in thousands)
2025
2024
Audit Fees
$ 5,437
$ 5,721
Audit-Related Fees
-
-
Tax Fees
2,475
1,292
All Other Fees
-
-
TOTAL
$ 7,912
$ 7,013
Executive Compensation (page 41)
We strive to create a compensation program for our team members, including our executives, that provides a compelling and engaging opportunity to attract, retain and motivate the 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 link rewards to performance and foster a team-based approach by setting clear objectives that, if achieved, will contribute to our overall success;
∎ We emphasize long-term stockholder value creation by using performance-based restricted stock units ("PRSUs"), and time-based restricted stock units ("RSUs"), in combination with a robust stock ownership policy, to deliver long-term compensation incentives;
∎ 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 may 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 37.
Say-on-Pay: Advisory Vote to Approve the Compensation of our Named Executive Officers (page 59)
We are asking our stockholders to approve, on an advisory basis, the compensation of our named executive officers. We believe our compensation programs and practices are appropriate and effective in implementing our compensation philosophy, and our focus remains on linking compensation to performance while aligning the interests of management with those of our stockholders. Our Board of Directors has unanimously recommended that stockholders vote FOR the approval of the compensation of our named executive officers on an advisory basis.
2026 Annual Meeting
We are furnishing this Proxy Statement (the "Proxy Statement") in connection with the solicitation by the Board of Directors (the "Board") of Enovis Corporation (hereinafter, "Enovis," "we," "us" and the "Company") of proxies for use at the 2026 Annual Meeting of Stockholders (the "Annual Meeting") to be held on Tuesday, May 19, 2026, at 12:00 p.m. Eastern Time, and at any adjournments or postponements thereof. The Board has made this Proxy Statement and the accompanying Notice of Annual Meeting available on the Internet. We first made these materials available to the Company's stockholders entitled to vote at the Annual Meeting on or about April 6, 2026.
About Enovis Corporation
Enovis Corporation (NYSE: ENOV) is an innovation-driven medical technology growth company dedicated to developing clinically differentiated solutions that generate measurably better patient outcomes and transform workflows. Powered by a culture of continuous improvement, global talent and innovation, the Company's extensive range of products, services and integrated technologies fuel active lifestyles in orthopedics and beyond.
Our principal executive office is located at 2711 Centerville Road, Suite 400, Wilmington, DE 19808. Our telephone number is (302) 252-9160 and our website is located at enovis.com.
Ten director nominees will be elected at the Annual Meeting, each to serve until the next annual meeting of the Company and until his or her successor is duly elected and qualified. At the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated the following persons to serve as directors for the term beginning at the Annual Meeting on May 19, 2026: Sharon Wienbar, Damien McDonald, Barbara W. Bodem, Liam J. Kelly, Angela S. Lalor, Philip A. Okala, Christine Ortiz, A. Clayton Perfall, Brady R. Shirley, and Rajiv Vinnakota. All nominees are currently serving on the Board.
Nominating Committee Criteria for Board Members
The Nominating and Corporate Governance Committee considers, among other things, the following criteria in selecting and reviewing director nominees:
∎ personal and professional integrity;
∎ skills, business experience and industry knowledge useful to the oversight of the Company based on the perceived needs of the Company and the Board at any given time;
∎ the ability and willingness to devote the required amount of time to the Company's affairs, including attendance at Board and
committee meetings;
∎ the interest, capacity and willingness to serve the long-term interests of the Company and its stockholders; and
∎ the lack of any personal or professional relationships that would adversely affect a candidate's ability to serve the best interests of the Company and its stockholders.
Pursuant to its charter, the Nominating and Corporate Governance Committee also reviews, among other qualifications, the perspective, broad business judgment and leadership, business creativity and vision, and the backgrounds, experiences and skills of potential directors, all in the context of the needs of the Board at that time. We believe that Board membership should reflect diversity in its broadest sense, and we seek independent directors who represent a mix of backgrounds and experiences that will enhance the quality of the Board's deliberations and decisions.
The Nominating and Corporate Governance Committee is committed to actively seeking out highly qualified candidates with diverse experiences, backgrounds and perspectives as part of each director search that our Company undertakes. In addition, the Nominating and Corporate Governance Committee annually considers its effectiveness in achieving these objectives as a part of its assessment of the overall composition of the Board and as part of the annual Board evaluation process described further below, which includes a director skills matrix to identify areas of director knowledge and experience that may benefit the Board in the future. That information is used as a part of the director search and nomination process. The Nominating and Corporate Governance Committee looks for candidates with the expertise, skills, knowledge and experience that, when taken together with that of other members of the Board, will lead to a Board that is effective, collegial and responsive to the needs of the Company.
Board Member Service
The biographies of each of the nominees below contain information regarding the experiences, qualifications, attributes or skills that the Nominating and Corporate Governance Committee and the Board considered in determining that the person should serve as a director of the Company. The Board has been informed that all of the nominees listed below are willing to serve as directors, but if any of them should decline or be unable to act as a director, the individuals named in the proxies may vote for a substitute designated by the Board, or the Board may determine to reduce the size of the Board. The Company has no reason to believe that any nominee will be unable or unwilling to serve.
The names of the nominees for director, their ages as of April 1, 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 are set forth below:
Director since 2016
Independent | Age 64
Committees: Compensation and Human Capital Management
Chair of the Board
Director since 2025 | Age 61
Committees: None
Career Highlights and Recent Business Experience
∎ Scale Venture Partners
∎ Partner (2001 - 2018); Led venture capital investments in technology companies and served on the boards of numerous public and private portfolio businesses
∎ Hackbright Academy, a leading software engineering training company for women
∎ Chief Executive Officer (2015 - 2016)
∎ Planned Parenthood Direct (formerly Kaleido Health) (private non-profit company), a leading women's health app
∎ Director (2016 - present)
∎ Everyday Health, Inc.
∎ Director (2014 - 2016)
∎ Glu Mobile, Inc.
∎ Director (2007 - 2008)
∎ Prior to venture capital career, served as an executive at several software companies, including Adobe Systems, and as a consultant at Bain & Company
∎ Served on Microsoft Inc.'s venture advisory
committee
Career Highlights and Recent Business Experience
∎ Enovis Corporation
∎ Chief Executive Officer (2025 - present)
∎ LivaNova PLC
∎ Chief Executive Officer (2017 - 2023)
∎ Chief Operating Officer (2016)
∎ Danaher Corporation
∎ Vice President and Group Executive, Professional Consumables (2013 - 2016)
∎Group President of Kerr Corporation (2011
- 2013)
∎Special Projects (2010)
∎ Zimmer Holdings
∎ President, Zimmer Spine (2007 - 2010)
∎ Johnson and Johnson (1999 - 2007)
∎ Served in various roles, most recently leading global marketing for J&J's Ethicon business
Other Current Public Directorships
∎ Resideo Technologies, Inc.
∎ Ingram Micro Holding Corporation
Other Public Directorships in the Past Five Years
∎ Covetrus, Inc. (2020 - 2022)
Specific Qualifications, Experience, Skills and Expertise
∎ Extensive executive leadership experience in the software and technology industries
∎ Significant M&A experience, with a particular focus on emerging technologies, venture capital investments and strategic partnerships
∎ Public company board leadership experience, including service as a committee chair
Other Current Public Directorships
∎ None
Other Public Directorships in the Past Five Years
∎ LivaNova PLC (2017 - 2023)
Specific Qualifications, Experience, Skills and Expertise
∎ 35+ years of extensive experience in the medical device, healthcare, and life sciences industries
∎ Significant executive leadership experience with global, multinational organizations
∎Proven track record of leading medical technology companies through periods of growth, transformation and value creation
∎ Deep expertise in medical device commercialization, product development, and lifecycle management
Director since 2022
Independent | Age 58
Committees: Audit
Career Highlights and Recent Business Experience
∎ Dentsply Sirona Inc.
∎ Interim Chief Financial Officer (April -
October 2022)
∎ Hill-Rom Holdings, Inc.
∎ Senior Vice President and Chief Financial Officer (2018 - 2021)
∎ Mallinckrodt Pharmaceuticals
∎ BiomEdit (private company)
∎ Director (2022 - present)
∎ Northstar Medical Radioisotope (private company)
∎ Director (2024 - present)
∎ Previously served in senior finance roles for Hospira, Inc. and Eli Lilly & Company
Other Current Public Directorships
∎ BioMarin Pharmaceutical, Inc. (2023 -
present)
∎ Option Care Health, Inc. (2024 - present)
Other Public Directorships in the Past Five Years
∎ Syneos Health, Inc. (2022 - 2023)
∎ Turning Point Therapeutics (2021 - 2022)
Specific Qualifications, Experience, Skills and Expertise
∎ Extensive finance, accounting and risk management experience, including as a public company chief financial officer
∎ Significant medical device and healthcare industry experience
∎ Board leadership experience as an audit committee member and chair, nom/gov committee member and compensation committee member
Director since 2020
Independent | Age 59
Committees: Nominating and Corporate Governance
Director since 2022
Independent | Age 60
Committees: Compensation and Human Capital Management (Chair)
Career Highlights and Recent Business Experience
∎ Teleflex Incorporated
∎ Chairman, President and Chief Executive Officer (2020 - Jan 2026)
∎ President and Chief Executive Officer (2018 - 2020)
∎ Served in a variety of senior leadership roles from 2009 to 2017
∎ Hill-Rom Holdings, Inc. (2002 - 2009)
∎ Served in a number of senior level positions, including Vice President of International Marketing and R&D
Career Highlights and Recent Business Experience
∎ Danaher Corporation
∎ Advisor (2022 - 2023)
∎ Senior Vice President, Human Resources (2012 - 2022)
∎ 3M Company
∎ Senior Vice President, Human Resources (2005 - 2012)
∎ Served in a series of human resources leadership roles of progressive responsibility from 1990 - 2004
Other Current Public Directorships
∎ Teleflex Incorporated (2020 - Jan 2026)
Other Public Directorships in the Past Five Years
∎ None
Specific Qualifications, Experience, Skills and Expertise
∎ Extensive experience in the medical device industry, including as a public company chief executive officer
∎ Significant experience managing international businesses
∎ Extensive healthcare and medical device M&A experience
∎ Significant technology, R&D and innovation experience
Other Current Public Directorships
∎ None
Other Public Directorships in the Past Five Years
∎ None
Specific Qualifications, Experience, Skills and Expertise
∎ Extensive leadership development, talent strategy and human capital management experience, including experience leading employee engagement initiatives
∎ Senior leadership experience for two public companies with significant experience and portfolios of healthcare businesses
∎ Extensive international M&A experience
Director since 2021
Independent | Age 57
Committees: Audit
Director since 2022
Independent | Age 55
Committees: Nominating and Corporate Governance
Career Highlights and Recent Business Experience
∎ Tufts Medicine
∎ Chief Operating Officer (2023 - present)
∎ City of Hope (a leading cancer research and treatment organization)
∎ System President (2022 - 2023)
∎ University of Pennsylvania Health System
∎ Chief Operating Officer (2017 - 2022)
∎ Senior Vice President for Strategy and Business Development (2013 - 2017)
∎ Vice President for Service Lines (2007 -
2013)
∎ Previously held management and leadership positions with other healthcare organizations, including Geisinger Health System, Roswell Park Cancer Institute and the University of Texas MD Anderson Cancer Center
∎ Fellow in the American College of Healthcare Executives and The Healthcare Financial Management Association
Career Highlights and Recent Business Experience
∎ Massachusetts Institute of Technology
∎ Professor of Materials Science and Engineering (1999 - present)
∎ Author of more than 210 research publications, supervisor of the research projects of more than 300 individuals, and recipient of 30 national and international honors, including the Presidential Early Career Award in Science and Engineering awarded by President George W. Bush
∎ Founder, president and chair of the board of directors of Station 1 Laboratory, Inc., an innovative, non-profit, research and development higher educational institution
Other Current Public Directorships
∎ None
Other Public Directorships in the Past Five Years
∎ None
Specific Qualifications, Experience, Skills and Expertise
∎ Extensive healthcare industry experience, including as a hospital executive leading successful mergers, acquisitions and strategic alliances
∎ Significant financial and risk management experience in the healthcare industry
∎ Knowledge and expertise with respect to emerging healthcare technology trends and developments
Other Current Public Directorships
∎ Mueller Water Products
Other Public Directorships in the Past Five Years
∎ None
Specific Qualifications, Experience, Skills and Expertise
∎ Deep knowledge of cutting-edge developments in biotechnology and biomaterials, computational and engineering design, and advanced manufacturing
∎ Extensive experience in innovation and entrepreneurship, research and development, executive leadership, marketing and branding
∎ Relevant public company board experience, including oversight of environmental, social and governance; and corporate social responsibility initiatives
Director since 2010
Independent | Age 67
Committees: Audit (Chair)
Director since 2022 | Age 60
Committees: None
Career Highlights and Recent Business Experience
∎ Tailwind Capital (2014 - 2022)
∎ Operating Executive, focused on growing middle market companies in the healthcare, technology, business services and industrial services sectors
∎ Archway Marketing Services, Inc.
∎ Chairman and Chief Executive Officer (2008 - 2013)
∎ Union Street Acquisition Corp.
∎ Chief Executive Officer and Director (2006
- 2008)
∎ AHL Services, Inc.
∎ Chief Executive Officer and Director (2001
- 2008)
∎ Snyder Communications, Inc.
∎ Chief Financial Officer and Director (1996
- 2000)
∎ Previously served as a partner with an international accounting firm, and as a director of numerous public and private companies
Career Highlights and Recent Business Experience
∎ Enovis Corporation
∎ Executive Advisor (2024 - March 2025)
∎ President and Chief Operating Officer (2022 - 2024)
∎ Chief Executive Officer, DJO business (2016 - 2022)
∎ President, DJO Surgical business (2014 -
2016)
∎ National Seating & Mobility (private company)
∎ Chair of the Board of Directors (2023 -
present)
∎ Innovative Medical Device Solutions
∎ Chief Executive Officer and Director (2009
- 2013)
∎ Stryker Corporation (1992 - 2009)
∎ Served in several key leadership positions, including President of Stryker Communications and Senior Vice President of Stryker Endoscopy
Other Current Public Directorships
∎ None
Other Public Directorships in the Past Five Years
∎ None
Specific Qualifications, Experience, Skills and Expertise
∎ Significant financial expertise and experience as a public company chief financial officer and audit committee chair
∎ Extensive executive leadership experience
∎ M&A and capital markets experience, including extensive international and healthcare M&A experience
Other Current Public Directorships
∎ None
Other Public Directorships in the Past Five Years
∎ None
Specific Qualifications, Experience, Skills and Expertise
∎ Extensive medical device industry experience, with a particular focus in the orthopedic industry
∎ Senior leadership experience, including as a chief executive officer and chief operating officer of medical device companies
∎ Deep knowledge of the Company's products, technology and innovation initiatives
Director since 2008
Independent | Age 55
Committees: Nominating and Corporate Governance (Chair); Compensation and Human Capital Management
Career Highlights and Recent Business Experience
∎ Institute for Citizens & Scholars (formerly the Woodrow Wilson National Fellowship Foundation)
∎ President (2019 - present)
∎ The Aspen Institute
∎ Executive Vice President (2015 - 2018), leading a division on youth and engagement
∎ The SEED Foundation
∎ Co-Founder and Chief Executive Officer (1997 - 2015)
∎ Director (1997 - present); Chair of the Board (1997 - 2005)
∎ Princeton University
∎ Trustee (2004 - 2007)
∎ Member, Executive Committee of Board of Directors (2006 - 2007)
∎ National Chair of Annual Giving (2007 -
2009)
∎ The Eugene and Agnes Meyer Foundation
∎ Director (2016 - 2019)
∎ Previously served as an associate at Mercer Management Consulting
Other Current Public Directorships
∎ ESAB Corporation (2022 - present)
Other Public Directorships in the Past Five Years
∎ None
Specific Qualifications, Experience, Skills and Expertise
∎ Senior leadership experience as a founder, president or chief executive officer of multiple organizations
∎ Extensive experience with leadership development, employee engagement and human capital management programs
∎ Familiarity and experience with EGX and the Company's businesses and processes through Board and committee leadership roles
The affirmative vote of the holders of a majority of the votes cast is required for election of each director.
The Board unanimously recommends that stockholders vote FOR the election of each of the nominees for director listed above.
∎ CORPORATE GOVERNANCE
Our Corporate Governance Guidelines require that a majority of our Board members be "independent" under the listing standards of the New York Stock Exchange (the "NYSE"). In addition, the respective charters of the Audit Committee, Compensation and Human Capital Management Committee and Nominating and Corporate Governance Committee require that each member of these committees be "independent" under the NYSE's listing standards and, with respect to the Audit Committee, under the applicable heighted independence standards under the SEC rules. In order for a director to qualify as "independent," our Board must affirmatively determine that the director has no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company) that would impair the director's independence. Our Board undertook its annual review of director independence in February 2026. The Board has determined that Ms. Bodem, Mr. Kelly, Ms. Lalor, Mr. Okala, Dr. Ortiz, Mr. Perfall, Mr. Vinnakota, and Ms. Wienbar, who serves as Chair of the Board, each qualify as "independent" under the NYSE's listing standards.
The independent members of our Board must hold at least two "executive session" meetings each year without the presence of management. In general, the meetings of independent directors are intended to be used as a forum to discuss such topics as they deem necessary or appropriate. If the Chair of the Board is not an independent director, the independent directors select a Lead Independent Director who serves as chairperson for each executive session.
The Board and its committees meet regularly throughout the year and may also hold special meetings and act by written consent from time to time. The Board held a total of five meetings during the year ended December 31, 2025. During 2025, each of our directors attended at least 75% of the aggregate Board meetings and meetings of the committees of the Board on which such directors served (during the periods that he or she served). Our Corporate Governance Guidelines request Board members to make every effort to attend our annual meeting of stockholders. All of our directors attended our annual meeting of stockholders in 2025.
The Board has a standing Audit Committee, Nominating and Corporate Governance Committee, and Compensation and Human Capital Management Committee (the "CHCM Committee"). The charters for the standing committees are available on the Company's website at https://www.enovis.com on the Investors page under the Corporate Governance tab. These materials also are available in print to any stockholder upon request to: Corporate Secretary, Enovis Corporation, 2711 Centerville Road, Suite 400, Wilmington, DE 19808. The Board committees review their respective charters on an annual basis. The Nominating and Corporate Governance Committee oversees an annual evaluation of the Board and each committee's operations and performance, as described in greater detail below.
Name
Audit
Committee
Nominating and Corporate
Governance Committee
Compensation and Human Capital
Management Committee
Damien McDonald
Barbara W. Bodem
Liam J. Kelly
Angela S. Lalor
Philip A. Okala
Christine Ortiz
A. Clayton Perfall
Brady R. Shirley
Rajiv Vinnakota
✓
Sharon Wienbar*
✓
Member
* Chair of the Board of Directors
Audit Committee
Our Audit Committee met ten times during the year ended December 31, 2025. The Audit Committee is responsible, among its other duties and responsibilities, for overseeing our accounting and financial reporting processes, the audits of our financial statements, the qualifications of our independent registered public accounting firm, the performance of our internal audit function and independent registered public accounting firm, and the Company's policies and guidelines with respect to risk assessment and risk management, including the Company's major financial risk exposures and the steps management has taken to monitor and control such exposures. The Audit Committee gives particular attention to risks related to the Company's financial statements and financial reporting processes, information technology, and cybersecurity The Audit Committee reviews and assesses the qualitative aspects of our financial reporting, our processes to manage business and financial risks, and our compliance with significant applicable legal, ethical and regulatory requirements. The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm. The members of our Audit Committee are Mr. Perfall, Chair, Mr. Okala, and Ms. Bodem. The Board has determined that each of Mr. Perfall, Mr. Okala and Ms. Bodem qualifies as an "audit committee financial expert," as that term is defined under the SEC rules. The Board has determined that each member of our Audit Committee is independent and financially literate under the NYSE's listing standards and that each member of our Audit Committee is independent under the standards of Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Nominating and Corporate Governance Committee
Our Nominating and Corporate Governance Committee met five times during the year ended December 31, 2025. The Nominating and Corporate Governance Committee is responsible for recommending candidates for election to the Board. In making its recommendations, the committee will review a candidate's qualifications and any potential conflicts of interest and assess contributions of current directors in connection with his or her renomination. The committee is also responsible, among its other duties and responsibilities, for making recommendations to the Board or otherwise acting with respect to corporate governance policies and practices, including Board size and membership qualifications, new director orientation, committee structure and membership, related person transactions, and communications with stockholders and other interested parties. The Nominating and Corporate Governance Committee is also responsible for reviewing the Company's undertakings with respect to environmental, social, and governance matters, including the Company's role as a corporate citizen and the Company's policies and programs relating to health, safety and sustainability matters. The members of our Nominating and Corporate Governance Committee are Mr. Vinnakota, Chair, Mr. Kelly and Dr. Ortiz. The Board has determined that each member of our Nominating and Corporate Governance Committee is independent under the NYSE's listing standards.
Compensation and Human Capital Management Committee
Our CHCM Committee met five times during the year ended December 31, 2025. The members of our CHCM Committee are Ms. Lalor, Chair, Ms. Wienbar and Mr. Vinnakota. The Board has determined that each member of our CHCM Committee is a "non-employee director" within the meaning of SEC Rule 16b-3, and is independent under the NYSE's listing standards for directors and compensation committee members.
The CHCM Committee is responsible, among its other duties and responsibilities, for determining and approving the compensation and benefits of our Chief Executive Officer and other executive officers, monitoring compensation arrangements applicable to our Chief Executive Officer and other executive officers in light of their performance, effectiveness and other relevant considerations and adopting and administering our equity and incentive plans. Specifically, the CHCM Committee annually reviews and approves the corporate goals and objectives relevant to the compensation of our Chief Executive Officer, evaluates his performance in light of those goals and objectives, and determines his compensation level based on that analysis. The CHCM Committee also annually reviews and approves all elements of the compensation of our other executive officers. Our Chief Executive Officer plays a significant role in developing and assessing achievement against the goals and objectives for other executive officers and makes compensation recommendations to the CHCM Committee based on these evaluations. The CHCM Committee also administers all of the Company's management incentive compensation plans and equity-based compensation plans. The CHCM Committee makes recommendations to the Board regarding compensation of all executive officer hires, all elements of director compensation, and the adoption of certain amendments to incentive or equity-based compensation plans. The CHCM Committee also assists the Board in its oversight of risk related to the Company's compensation policies and practices applicable to all Enovis team members. Additionally, the CHCM Committee periodically reviews the Company's strategies and policies related to human capital management, including with respect to matters such as pay equity, corporate culture, talent development and retention. For further information on our compensation practices, including a description of our processes and procedures for determining compensation, the scope of the CHCM Committee's authority and management's role in compensation determinations, please see the Compensation Discussion and Analysis section of this Proxy Statement, which begins on page 27.
Since April 2009, our CHCM Committee has engaged Frederic W. Cook & Co. ("FW Cook") as its independent compensation consultant to, among other things, formulate an appropriate peer group to be used by the CHCM Committee and to provide competitive comparison data and for other compensation consulting services as requested by the CHCM Committee. Additional information on the nature of the information and services provided by our independent compensation consultant can be found below in the Compensation Discussion and Analysis.
No member of the CHCM Committee is or has ever been an officer or an employee of the Company or any of its subsidiaries, and no CHCM Committee member has any interlocking or insider relationship with the Company which is required to be reported under the rules of the SEC.
In December 2024, the Nominating and Corporate Governance Committee adopted amendments to our Corporate Governance Guidelines to introduce mandatory director retirement at age 75 as the general policy of the Company. Pursuant to the updated guidelines, no director having reached the age of 75 years will be nominated for re-election or re-appointment to the Board, subject to waiver by the Board in individual circumstances.
The Nominating and Corporate Governance Committee considers candidates for Board membership suggested by its members and other Board members, as well as by management and stockholders. The Nominating and Corporate Governance Committee may also use outside consultants and third-party search firms to assist in identifying candidates. The Nominating and Corporate Governance Committee is responsible for assessing whether a candidate may qualify as an independent director. Each possible candidate is discussed and evaluated in detail before being recommended to the Board. The Nominating and Corporate Governance Committee utilizes the same criteria for evaluating candidates regardless of the source of the referral.
The Nominating and Corporate Governance Committee recommends, and the Board nominates, candidates to stand for election as directors. Stockholders may nominate persons to be elected as directors and, as noted above, may suggest candidates for consideration by the Nominating and Corporate Governance Committee. If a stockholder wishes to suggest a person to the Nominating and Corporate Governance Committee for consideration as a director candidate, he or she must provide the same information as required of a stockholder who intends to nominate a director pursuant to the procedures contained in Section 3.3 of our Bylaws, in accordance with the same deadlines applicable to director nominations, as described below under "General Matters-Stockholder Proposals and Nominations."
On May 21, 2025, the Board appointed Sharon Wienbar, then serving as our Lead Independent Director, to serve as Chair of the Board. In arriving at its decision, the Board considered Ms. Wienbar's extensive knowledge of the Company having served on the Board since 2016, her leadership experience on other public and private company boards, her business acumen and deep understanding of growth and innovation drivers, and her strong leadership as Lead Independent Director, a role that she held since May 2023. Prior to Ms. Wienbar's appointment as Chair, the position was held by Matt Trerotola, our former Chief Executive Officer, from May 2023 until his retirement from the Board following our 2025 annual meeting of stockholders.
We believe that the presence of a strong independent Chair ensures robust independent leadership on the Board and enhances the Board's ability to evaluate management performance and fulfill its oversight role. In addition, we believe that Ms. Wienbar's experience and extensive knowledge of our Company has helped facilitate a smooth leadership transition for Mr. McDonald, who assumed the role of CEO effective as of May 12, 2025.
Our Board's goal is to achieve the best possible Board leadership structure to facilitate effective oversight and management of our Company. The Board believes that there is no single, generally accepted approach to providing effective Board leadership, and that the leadership structure of the Board may vary from time to time based on the individuals serving on the Board and the specific circumstances facing the Company. To that end, our Corporate Governance Guidelines specify that the Board does not have a formal policy as to whether the positions of Chair of the Board and Chief Executive Officer should be held by separate persons, or whether the Chair should be independent, and that the Board's policy is instead to adopt the practice that best serves the Company's needs at any particular time.
The Board and its committees conduct self-assessments annually at their February meetings. The Nominating and Corporate Governance Committee oversees the process. The annual evaluation procedure is summarized below.
Action and Timeframe Description
Preparation - November/December
Each director receives draft materials for the annual evaluation of (i) the Board's
performance and (ii) the performance of his or her committee(s). The materials include the Board and committee self-assessment questionnaires. In advance of the assessment, questions are revised and supplemented based on the input received from the Board members and, prior to distribution, the Chair of the Nominating and Corporate Governance Committee leads a final review in the December Board and committee meetings.
Assessment - December/January Each director is asked to consider a list of questions to assist with the evaluation of
the Board and its committees, covering topics such as Board composition, the conduct and effectiveness of meetings, quality of discussions, roles and responsibilities, quality and quantity of information provided, and other opportunities for improvement. In addition, during January 2026, the Nominating and Corporate Governance Committee scheduled and conducted one-one-one interviews with individual directors to discuss these topics and identify potential enhancements.
Review and Discussion - February
The Board and its committees receive a report summarizing the annual evaluations
as well as a year-over-year comparison. The reports are distributed for consideration in advance of and discussed at the February Board and committee meetings. The committee chairs report to the Board on their respective committee evaluations, noting any actionable items. Past evaluations have addressed a wide range of topics such as Board materials, Board composition, director education and on-boarding, and allocation of meeting times.
Actionable Items and Follow-Up -
Ongoing
The Board and committees address any actionable items throughout the year,
including a mid-year check-in and end of year assessment against the actionable items identified in February.
Full Board
The Board maintains responsibility for oversight of risks that may affect the Company. The Board discharges this duty primarily through its standing committees and also considers risk in its strategic planning for the Company and in its consideration of acquisitions. The Board engages in discussions about risk at each quarterly meeting, where it receives reports from its committees, as applicable, about the risk oversight activities within their respective areas of responsibility. In coordination with the Audit Committee, the Board reviews the Company's enterprise risk management with the Company's senior leaders, with a focus on those risks that have the highest probability and greatest impact to the Company. In addition, the Company maintains a Compliance Steering Committee, which includes all members of the Company's executive leadership team, as well as leaders of key functional areas, such as compliance, supply chain and information technology. The Compliance Steering Committee meets on a quarterly basis to review enterprise risks, as well as related mitigation efforts, and management provides regular updates to the Board on significant matters that are discussed at such meetings.
The Audit, Nominating and Corporate Governance and CHCM Committees each make full reports to the Board of Directors at each regularly scheduled meeting regarding each committee's considerations and actions, and risk considerations are presented to and discussed with the Board by management as part of strategic planning sessions and when considering potential acquisitions. Further details regarding the roles of the Board's standing committees with respect to risk oversight are set forth below.
Audit Committee
The Audit Committee (i) receives reports from and discusses with management, our internal audit team, and our independent registered public accounting firm all major risk exposures (whether financial, operating or otherwise), (ii) reviews the Company's policies with respect to risk assessment and enterprise risk management, including with respect to cybersecurity risks, and (iii) oversees compliance with legal and regulatory requirements and our ethics program, including our Code of Business Conduct.
On an annual basis, management (i) provides the Audit Committee with a comprehensive overview of the Company's compliance, information security and cybersecurity programs and initiatives and (ii) reviews its assessment of key enterprise risks and focus areas with the Audit Committee, utilizing a "risk radar" approach developed from meetings with key executives, external benchmarking discussions and reviews of industry thought leadership. Such assessment takes into account, among other things, potential impact to financial statements, regulatory and compliance considerations, potential impact to the Company's brand and reputation, and the Company's ability to meet customer demands.
Management reports to the Audit Committee on a quarterly basis regarding the Company's information security and cybersecurity programs, including the Company's training, processes, controls and procedures in these areas, as well as its efforts to monitor and improve its cybersecurity defenses and response plans. In addition, management provides regular updates to the Audit Committee on compliance and other matters that are raised through the Company's ethics hotline and other internal channels.
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee oversees the corporate governance principles and governance structures that contribute to successful risk oversight and management. Pursuant to its charter, the Nominating and Corporate Governance Committee has primary oversight responsibility for reviewing the Company's undertaking with respect to environmental, social and governance matters, and reviews environmental, social and governance trends and developments with management as a standing agenda item at each meeting.
CHCM Committee
The CHCM Committee has direct oversight for the management of certain risks associated with compensation policies and practices, as further discussed below under "Compensation Discussion and Analysis-Compensation Program and Risk." The CHCM Committee also reviews the Company's strategies and policies related to human capital management, including with respect to matters such as pay equity, corporate culture, talent development and retention. In addition, the CHCM Committee administers and implements the Company's clawback policies, including the Enovis Corporation Policy for Recovery of Erroneously Awarded Compensation, including interpreting such policies, reviewing and evaluating such policies and recommending updates or modifications to such policies to the Board for consideration.
Corporate Governance Guidelines
The Board has adopted Corporate Governance Guidelines, which set forth a framework to assist the Board in the exercise of its responsibilities. The Corporate Governance Guidelines cover, among other things, the composition and certain functions of the Board and its committees, executive sessions, Board responsibilities, expectations for directors, director orientation and continuing education,
Code of Business Conduct
As part of our system of corporate governance, the Board has also adopted a Code of Business Conduct (the "Code of Conduct"), that is applicable to all directors, officers and employees of the Company. The Code of Conduct sets forth Company policies, expectations and procedures on a number of topics, including but not limited to conflicts of interest, compliance with laws, rules and regulations (including insider trading laws), honesty and ethical conduct, and quality. The Code of Conduct also sets forth procedures for reporting violations of the Code of Conduct and investigations thereof. If the Board grants any waivers from our Code of Conduct to any of our directors or executive officers, or if we amend our Code of Conduct, we will, if required, disclose these matters through our website within four business days following such waiver or amendment.
Clawback Policy
The CHCM Committee has adopted and maintains the Enovis Corporation Policy for Recovery of Erroneously Awarded Compensation in compliance with SEC rules and NYSE listing standards which applies to our executive officers. The policy mandates the recovery of any erroneously awarded incentive-based compensation in the event that the Company is required to restate its financial results due to material non-compliance with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. See page 38 for further details on our clawback policy.
Policies on Insider Trading, Hedging, Pledging and Stock Ownership
The Company has an insider trading policy that governs the purchase, sale, and/or other dispositions of our securities by directors, officers, employees, contractors, consultants and other persons designated by the Company that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the listing requirements of the New York Stock Exchange. In addition, our insider trading policy requires prior legal department review and approval of any Rule 10b5-1 trading plans, and prohibits any director, officer or employee of the Company from engaging in short sales, transactions in derivative securities (including put and call options), or other forms of hedging and monetization transactions, such as zero-cost collars, equity swaps, exchange funds and forward sale contracts, that allow the holder to limit or eliminate the risk of a decrease in the value of the Company's securities. Our Corporate Governance Guidelines and insider trading policy prohibit pledging of Enovis stock by employees and directors. Further, we have stock ownership policies applicable to our directors and executives to promote alignment of interests between our stockholders, directors and management, as described in greater detail further in this Proxy Statement.
Where to Find Our Key Governance Policies
The Corporate Governance Guidelines and Code of Conduct are available on the Company's website at https://www.enovis.com on the Investors page under the Corporate Governance tab. These materials also are available in print to any stockholder upon request to: Corporate Secretary, Enovis Corporation, 2711 Centerville Road, Suite 400, Wilmington, DE 19808.
Policies and Procedures for Related Person Transactions
We have adopted a written Policy Regarding Related Person Transactions pursuant to which our Nominating and Corporate Governance Committee or a majority of the disinterested members of our Board generally must approve related person transactions in advance. The policy applies to any transaction or series of similar transactions involving more than $120,000 in which the Company is a participant and in which a "related person" has a direct or indirect material interest. "Related persons" include the Company's directors, nominees for director, executive officers, and greater than 5% stockholders, as well as the immediate family members of the foregoing. In approving or rejecting the proposed transaction, our Nominating and Corporate Governance Committee takes into account, among other factors it deems appropriate, whether the proposed related person transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances, the extent of the person's interest in the transaction and, if applicable, the impact on a director's independence. Under the policy, if we discover related person transactions that have not been approved, the Nominating and Corporate Governance Committee is to be notified and will determine the appropriate action, including ratification, rescission or amendment of the transaction.
Relationships and Transactions
Hayden Shirley, who serves as Vice President - Global Product Management and U.S. Marketing for the Company's Reconstructive business, is the son of Brady R. Shirley, a director and former executive officer of the Company. In 2025, Mr. H. Shirley earned approximately $456,957 in salary and incentive compensation. He was also granted restricted stock unit awards with respect to 4,778 shares, which vest ratably over a three-year period. His compensation is consistent with the total compensation provided to other employees of the same level with similar responsibilities.
The Board of Directors has established a process for stockholders and interested parties to communicate with the Board. Stockholders and interested parties wishing to communicate with our Board may do so by writing to any of the members of the Board, the Chair of the Board, or the non-management members of the Board as a group, at:
Enovis Corporation
2711 Centerville Road, Suite 400
Wilmington, Delaware 19808 Attn: Corporate Secretary
Our Policy Regarding Stockholder Communications with the Board of Directors (the "Board Communications Policy") requires that any stockholder communication to members of the Board prominently display the legend "Board Communication" in order to indicate to the Corporate Secretary that it is communication subject to our policy and will be received and processed by the Corporate Secretary's office. Each communication received by the Corporate Secretary is copied for our files and promptly forwarded to the addressee. In our Board Communications Policy, the Board has requested that certain items not related to the Board's duties and responsibilities be excluded from forwarded communications, such as mass mailings and business advertisements. In addition, the Corporate Secretary is not required to forward any communication that the Corporate Secretary, in good faith, determines to be frivolous, unduly hostile, threatening, illegal or similarly unsuitable. However, the Corporate Secretary maintains a list of each communication subject to this policy that is not forwarded, and on a quarterly basis delivers the list to the Chair of the Board. In addition, each communication subject to this policy that is not forwarded because it was determined by the Secretary to be frivolous, commercial advertising, irrelevant or similarly unsuitable is nevertheless retained in our files and made available at the request of any member of the Board to whom such communication was addressed.
∎ DIRECTOR COMPENSATION
Our Board, at the recommendation of our CHCM Committee, sets the compensation program for non-employee directors. The CHCM Committee reviews this program on an annual basis and recommends changes as appropriate based on its evaluation of competitive levels for director compensation, utilizing peer company data provided by the Committee's independent compensation consultant and its reasoned business judgment. See "Role of Compensation Consultants and Peer Data Review" on page 37.
ELEMENTS OF COMPENSATION
In 2025, non-employee Board members received compensation under the following compensation program:
∎ an annual cash retainer of $70,000;
∎ an annual equity award valued at $230,000, 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, which consists entirely of RSUs that vest after one year of service on the Board;
∎ a $40,000 annual cash retainer for service as the Lead Independent Director, a $25,000 annual cash retainer for service as the Audit Committee Chair, a $20,000 annual cash retainer for service as CHCM Committee Chair, and a $15,000 annual cash retainer for service as Nominating and Corporate Governance Committee Chair; and
∎ in the case of any director who joins the Board following the grant date of the annual equity award, a pro-rated portion of the annual equity award.
Ms. Wienbar, who was elected to serve as Chair of the Board, effective upon Mr. Trerotola's retirement at the 2025 Annual Meeting, received an annual cash retainer of $150,000 for her service as Chair. Such retainer was prorated for 2025 from the date of her appointment as Chair and replaced her retainer as Lead Independent Director.
STOCK OWNERSHIP POLICY FOR DIRECTORS
The Board has also approved a stock ownership policy for our non-employee directors. Each non-employee director is required to own shares of our common stock (including shares issuable upon exercise of stock options and shares underlying RSUs) with a value equal to five times the annual cash retainer within five years of joining the Board. All of our directors have achieved these ownership targets as of the date of this Proxy Statement.
Further, our Board has adopted a policy prohibiting any director (or executive officer) from pledging as security under any obligation any shares of Company stock that he or she directly or indirectly owns and controls, and providing that pledged shares of Company common stock do not count toward our stock ownership requirements.
DEFERRED COMPENSATION PLAN FOR DIRECTORS
The Board has adopted a Director Deferred Compensation Plan which permits non-employee directors to receive, at their discretion, 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 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 separation from service, based upon a schedule elected by the director in advance. In the event that a director elects to receive DSUs, the director will receive dividend equivalent rights on such DSUs to the extent dividends are issued on our common stock. Dividend equivalents are deemed reinvested in additional DSUs (or fractions thereof) at the dividend payment date.
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 and extend coverage to them under our directors' and officers' indemnity insurance policies.
The following table sets forth information regarding compensation paid to our non-employee directors during 2025. Compensation for Mr. McDonald, our Chief Executive Officer, is set forth in the Summary Compensation Table. He does not receive any additional compensation for his service as a director.
DIRECTOR COMPENSATION FOR 2025
Name
Fees Earned or Paid in Cash
($)
Stock Awards
($)(1)
Total
($)
Barbara Bodem
70,000
230,006
300,006
Liam J. Kelly
70,000
230,006
300,006
Angela Lalor
90,000(2)
230,006(3)
320,006
Philip Okala
70,000
230,006
300,006
Christine Ortiz
70,000
230,006(3)
300,006
A. Clayton Perfall
95,000
230,006
325,006
Brady R. Shirley
52,500
261,541(4)
314,041
Rajiv Vinnakota
85,000
230,006
315,006
Sharon Wienbar
177,390
230,006(3)
407,396
Amounts shown in the "Stock Awards" column 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 14 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 26, 2026. The amounts reflect the grant date fair value of the 2025 annual grant of 6.598 restricted stock units made to each director in connection with the 2025 annual meeting of stockholders, which vest in full on May 21, 2026.
Ms. Lalor elected to receive DSUs in lieu of her annual cash retainer and committee chair retainer. DSUs convert to shares of our common stock after separation from service, based upon a schedule elected by the director in advance. During 2025, the amount of DSUs received in lieu of annual cash retainer and committee chair retainer by Ms. Lalor was 2,894. DSUs received for these cash retainers are considered "vested" and thus are not reflected in the table below.
RSUs granted to each of these directors, which were awarded in connection with the 2025 annual meeting of stockholders, were converted into DSUs at the election of each director. 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. These DSUs will vest in full on May 21, 2026 in accordance with the vesting schedule applicable to the underlying restricted stock units.
Mr. Shirley completed his service to the Company as an Executive Advisor on March 31, 2025 and ceased to be an employee-director. As a
result, Mr. Shirley received a prorated "Stock Award" for the period beginning April 1, 2025 through the annual grant date of May 21, 2025.
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:
Name
Restricted
Stock Units
Stock
Options
Barbara Bodem
6,598
7,631
Liam J. Kelly
6,598
12,184
Angela Lalor
6,598
7,631
Philip Okala
6,598
8,147
Christine Ortiz
6,598
7,631
A. Clayton Perfall
6,598
15,182
Brady R. Shirley
7,427
-
Rajiv Vinnakota
6,598
11,406
Sharon Wienbar
6,598
15,182
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 2002. 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.
The following table sets forth the aggregate fees for services rendered by Ernst & Young LLP for the Company for the fiscal years ended December 31, 2025 and 2024:
Fee Category (fees in thousands)
2025
2024
Audit Fees
$ 5,437
$ 5,721
Audit-Related Fees
-
-
Tax Fees
2,475
1,292
All Other Fees
-
-
TOTAL
$ 7,912
$ 7,013
This category of the table above includes fees for the fiscal years ended December 31, 2025 and 2024 that were for professional services rendered (including reimbursement for out-of-pocket expenses) for the integrated audits of our annual consolidated financial statements, for reviews of the financial statements included in our Quarterly Reports on Form 10-Q, and for statutory audits.
Audit-Related Fees
This category of the table above includes the fees billed for assurance and related services that are reasonably related to the
performance of the audit or review of our financial statements and are not reported under "Audit Fees."
Tax Fees
This category of the table above includes fees billed for tax compliance, tax preparation, tax planning and other tax services. For 2025, Tax Fees included approximately $221,905 for tax compliance and preparation and approximately $2,253,547 for tax planning and other tax services. For 2024, Tax Fees included approximately $218,275 for tax compliance and preparation and approximately
$1,073,229 for tax planning and other tax services.
All Other Fees
This category of the table above includes fees billed for products and services other than those described above under Audit Fees, Audit-Related Fees and Tax Fees.
The Audit Committee has considered whether the services rendered by the independent registered public accounting firm with respect to the fees described above are compatible with maintaining the independent registered public accounting firm's independence and has concluded that such services do not impair its independence.
Disclaimer
Enovis Corporation published this content on April 14, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 14, 2026 at 14:23 UTC.