Enovis CORP PRE 14A, filed Mar 25, 2024

Enovis CORP (ENOV)

PRE 14A 2024-03-25 For: 2024-05-20

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☒		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Under Rule 240.14a-12


☒		No fee required.

☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


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
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			20
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 2023 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 2023			43
Outstanding Equity Awards at 2023 Fiscal Year-End			44
Option Exercises and Stock Vested During Fiscal 2023			47
Nonqualified Deferred Compensation			48
Potential Payments Upon Termination or Change of Control			52

CEO PAY RATIO DISCLOSURE			53

PAY-VERSUS-PERFORMANCE			54


EQUITY COMPENSATION PLAN INFORMATION			57

PROPOSAL 3 APPROVAL OF NAMED EXECUTIVE OFFICERS’ COMPENSATION, ON A NON-BINDING ADVISORY BASIS (“SAY-ON-PAY”)			58

Why You Should Approve Our Executive Compensation Program			58
Vote Required			58
Board Recommendation			58

PROPOSAL 4 APPROVAL OF AN AMENDMENT TO THE ENOVIS CORPORATION 2020 OMNIBUS INCENTIVE PLAN			59

PROPOSAL 5 APPROVAL OF AN AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION TO REFLECT NEW DELAWARE LAW PROVISIONS REGARDING OFFICER EXCULPATION			69

BENEFICIAL OWNERSHIP OF OUR COMMON STOCK			71

GENERAL MATTERS			73

Outstanding Stock and Voting Rights			73
Stockholder Proposals and Nominations			74
Delivery of Documents to Stockholders Sharing an Address			74
Additional Information			75
Other Matters			75

Appendix A			A-1



Date and Time:		Monday, May 20, 2024 at 1:00 p.m., Eastern Time

Location:		Via live webcast at www.virtualshareholdermeeting.com/ENOV2024

Record Date:		March 25, 2024


		Via the internet (www.proxyvote.com) through May 19, 2024;

		By telephone (1-800-690-6903) through May 19, 2024;

		By completing, signing and returning your proxy by mail in the envelope provided or to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NJ 11717 by May 19, 2024; or

✓		Via virtual attendance and voting at the Annual Meeting. To attend the Annual Meeting, you must go to the meeting website at www.virtualshareholdermeeting.com/ENOV2024 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.



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	58

Proposal 4 – Approval of an amendment to the Enovis Corporation 2020 Omnibus Incentive Plan	FOR	59

Proposal 5 – Approval of an amendment to the Company’s Certificate of Incorporation	FOR	69



Fee Category (fees in thousands)	2023		2022

Audit Fees	$	3,997	$	3,509

Audit-Related Fees		—		—

Tax Fees		302		285

All Other Fees		—		—

TOTAL	$	4,299	$	3,794


Name	Audit Committee	Nominating and Corporate Governance Committee	Compensation and Human Capital Management Committee

Matthew L. Trerotola

Barbara W. Bodem	ü

Liam J. Kelly		ü

Angela S. Lalor

Philip A. Okala	ü

Christine Ortiz		ü

A. Clayton Perfall

Brady R. Shirley

Rajiv Vinnakota			ü

Sharon Wienbar*			ü


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.
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.


Name⁽¹⁾	Fees Earned or Paid in Cash ($)		Stock Awards ($)	⁽²⁾	Option Awards ($)	⁽³⁾	Total ($)
Mitchell P. Rales*	1		–		–		1
Barbara Bodem	70,000		106,425		107,509		283,934
Liam J. Kelly	70,000		106,425		107,509		283,934
Angela Lalor	82,527	⁽⁴⁾	106,425	⁽⁵⁾	107,509		296,461
Philip Okala	70,000		106,425		107,509		283,934
Christine Ortiz	70,000		106,425		107,509		283,934
A. Clayton Perfall	95,000		106,425	⁽⁵⁾	107,509		308,934
Rajiv Vinnakota	85,000		106,425		107,509		298,934
Sharon Wienbar	102,527		106,425	⁽⁵⁾	107,509		316,461


Name	Restricted Stock Units		Stock Options
Barbara Bodem		1,875		7,631
Liam J. Kelly		1,875		12,184
Angela Lalor		1,875		7,631
Philip Okala		1,875		8,147
Christine Ortiz		1,875		7,631
A. Clayton Perfall		1,875		20,793
Rajiv Vinnakota		1,875		14,211
Sharon Wienbar		1,875		20,793


Proposal 2		Ratification of Selection of Independent Registered Public Accounting Firm


Name		Title
Matthew Trerotola		Chief Executive Officer
Philip “Ben” Berry		SVP and Chief Financial Officer
Brady Shirley⁽¹⁾		President and Chief Operating Officer
Daniel Pryor		EVP, Strategy and Business Development
Patricia Lang		SVP and Chief Human Resources Officer


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 program emphasizes long-term stockholder value creation by using predominantly stock options and performance-based restricted stock units, in combination with a stock ownership policy, to deliver long-term compensation incentives while minimizing 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 29.


Element of Compensation	Purpose/Description	Form/Timing of Payout
Base Salary	Fixed compensation set 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.
Annual Incentive Plan	Variable compensation that rewards our executive officers for achievement of critical annual operational and financial performance goals by the Company and, if applicable, respective business units, 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 32 for further detail.
Long-Term Incentive Plan	Variable compensation that aligns the rewards of executives with the interests of stockholders to encourage actions and long-term prioritization that we believe will increase stockholder value by generating sustained and superior operational and financial performance over an extended period of time.	See page 34 for further detail.


What we do		What we don’t do
ü	Pay for performance focus – Our AIP compensation is linked to pre-established financial and operational goals that are intended to drive performance over the annual performance plan period. Options, RSUs and PRSUs are linked with longer-term performance, our stock price, and, for PRSUs, relative TSR performance, which we believe incentivizes long-term Company success and stockholder value creation.	×	No gross-up payments to cover excise taxes or perquisites – We do not provide tax gross-ups to our executives in connection with severance benefits or executive perquisites other than relocation.
ü	Varying performance metrics under short-term and longer-term incentive plans – In balancing compensation objectives linked to short-term and long-term time horizons, the Company seeks to align compensation with several performance metrics that are critical to achievement of sustained growth and stockholder value creation.	×	No pledging or hedging of Company stock – We prohibit our executives and directors from hedging Enovis stock and from entering pledge arrangements or derivative agreements using Enovis stock.
ü	Caps on Annual Incentive Plan payouts – Executive bonus payments are capped under our AIP, as approved by our stockholders, in part to discourage excessive risk taking.	×	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.
ü	Double trigger provisions for change in control payments – Severance payable upon a change in control is only received upon executive’s 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 severance – No severance upon a change in control in excess of two times salary and target bonus.
ü	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 standard vesting period shorter than one year.
ü	Stock Ownership Policy – We have a robust stock ownership policy to further align the long-term financial interests of Company executives with those of our stockholders.	×	No compensation programs or policies that reward for material or 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.
ü	Independent CHCM Committee and Consultant – Our CHCM Committee is comprised solely of independent directors. The compensation consultant to the CHCM Committee during 2023, FW Cook (i) is, based on the CHCM Committee’s assessment, independent and without any conflicts of interest with the Company and (ii) has never provided any services to the Company other than the compensation-related services provided to the CHCM Committee. See page 38 for further details.	×	No defined benefit pension plan – We do not maintain a defined benefit pension plan for any senior executives.


Named Executive Officer	2022 Annual Base Salary		2023 Annual Base Salary		Percentage Increase
Mr. Trerotola	$	1,077,000	$	1,077,000		—
Mr. Berry⁽¹⁾	$	450,000	$	575,000		28	%
Mr. Shirley	$	850,000	$	850,000		—
Mr. Pryor	$	579,000	$	579,000		—
Ms. Lang	$	485,000	$	485,000		—


Measure	Weighting
Net sales (as adjusted)⁽¹⁾		40	%
Adjusted EBITDA⁽²⁾		60	%


Measure	Weighting			Threshold		Target		Maximum		Achieved		CPF Based on Weighting
Net Sales (as adjusted)		40	%	$	1.588 billion	$	1.654 billion	$	1.786 billion	$	1.693 billion		123	%
Adjusted EBITDA		60	%	$	228 million	$	260 million	$	325 million	$	269 million		121	%
Weighted aggregate CPF for 2023													122	%


NEO	Base Salary ($)			Target Bonus Percentage			Target Bonus ($)			CPF		Bonus before IPF application ($)		Individual Performance Factor (IPF)⁽¹⁾			Executive Bonus Payment ($)
Mr. Trerotola		1,077,000	X		125%	=		1,346,250	X		122%		1,642,425		110%	=		1,806,668
Mr. Berry		575,000	X		75%	=		431,250	X		122%		526,125		100%	=		526,125
Mr. Shirley		850,000	X		100%	=		850,000	X		122%		1,037,000		105%	=		1,088,850
Mr. Pryor		579,000	X		80%	=		463,200	X		122%		565,104		110%	=		621,614
Ms. Lang		485,000	X		70%	=		339,500	X		122%		414,190		110%	=		455,609


Annual Grant Recipient		Total Aggregate Value of Grant ($)⁽¹⁾
Mr. Trerotola		7,000,000
Mr. Berry		1,200,000
Mr. Shirley		3,000,000
Mr. Pryor		3,450,000
Ms. Lang		1,000,000


	3-Year TSR Percentile Rank*	Resulting Shares Earned (% of target)
Below Threshold	<30^th	0%
Threshold	30^th	50%
Target	55^th	100%
Maximum	>80^th	200%
Enovis negative absolute TSR results in max payout at target		100%



Leadership Position		Value of Shares
CEO		6x base salary
COO/EVP/SVP		3x base salary
VP		1x base salary


2023 Peer Group
Bio-Rad Laboratories (BIO)	Globus Medical (GMED)	ResMed (RMD)
Bruker (BRKR)	Haemonetics (HAE)	STERIS plc (STE)
CONMED (CNMD)	Hologic (HOLX)	Teleflex (TFX)
The Cooper Companies, Inc. (COO)	ICU Medical (ICUI)	Zimmer Biomet Holdings, Inc. (ZBH)
DENTSPLY SIRONA (XRAY)	Integra LifeSciences Holdings (IART)
Envista Holdings (NVST)	Masimo (MASI)


Pay Mix		∎ Compensation program reflects 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 (AIP) and long-term incentive plans. ∎ Our Annual Incentive Plan is designed with a payout scale (including a maximum cap) that supports our pay-for-performance philosophy, as set forth on page 32.
Long-Term Incentives		∎ The equity grant portion of our compensation program, combined with our stock ownership guidelines and stock holding requirements, is designed to align the long-term interests of our executives with those of our stockholders.


Compliance Risk Mitigation		∎ Oversight of our compensation process and procedures by the CHCM Committee, each member of which has been determined by the Board to be independent under applicable SEC rules and NYSE listing standards; ∎ Internal controls over our financial reporting, which are maintained by management and reviewed as a part of our internal audit process and further reviewed and tested by our external auditors, as overseen by the Audit Committee; and ∎ Audit Committee oversight and review of financial results and non-GAAP metrics used in certain components of our AIP and long-term incentives.
Personnel Risk Mitigation		∎ Implementation of and training on Company-wide standards of conduct, as described on page 20 under “Standards of Conduct.”
Risk Mitigation Policies		∎ Provisions in the Company’s insider trading policy prohibiting hedging transactions that would allow the holder to limit or eliminate the risk of a decrease in the value of the Company’s securities; ∎ A policy requiring prior legal department review and approval of any Rule 10b5-1 trading plans; ∎ A policy prohibiting pledging of Company shares; and ∎ A clawback policy applicable to all executive officers.


Name and Principal Position	Year		Salary ($)		Bonus ($)⁽¹⁾		Stock Awards ($)⁽²⁾		Option Awards ($)⁽³⁾		Non-Equity Incentive Plan Compensation ($)⁽⁴⁾		Change in Pension Value and Nonqualified Deferred Compensation Earnings		All Other Compen- sation ($)⁽⁵⁾		Total ($)
Matthew Trerotola		2023		1,077,000		—		5,678,701		1,750,010		1,806,668		—		462,256		10,774,635
Chief Executive Officer		2022		1,077,000		2,423,250		5,402,485		1,674,597		1,080,366		—		538,982		12,196,680
Chief Executive Officer		2021		1,077,000		—		8,807,050		1,549,997		1,724,547		—		675,152		13,833,746
Philip “Ben” Berry⁽⁶⁾		2023		531,443		—		973,502		299,993		526,125		—		26,641		2,357,704
Chief Financial Officer

Brady Shirley		2023		850,000		—		2,433,756		750,008		1,088,850		—		81,177		5,203,791
President and Chief Operating Officer		2022		850,000		1,700,000		2,406,878		749,816		733,125		—		55,389		6,495,208
President and Chief Operating Officer		2021		850,000		—		3,409,195		600,007		816,000		—		17,807		5,693,009
Daniel Pryor		2023		579,000		—		2,975,748		487,488		621,614		—		89,119		4,752,969
Executive Vice President, Strategy and Business Development		2022		579,000		1,042,200		1,580,192		487,382		364,770		—		91,392		4,144,936
		2021		575,608		—		2,627,914		462,506		621,615		—		71,739		4,359,382
Patricia Lang⁽⁶⁾		2023		485,000		—		811,247		249,994		455,609		—		70,979		2,072,829
Senior Vice President and Chief Human Resources Officer		2022		476,385		765,000		797,796		249,912		280,088		—		68,993		2,638,124
Senior Vice President and Chief Human Resources Officer


	Incremental Value
Matthew L. Trerotola
2020 PRSU award		$258,120
2021 PRSU award		61,883
2022 PRSU award		175,070
		$495,073
Brady Shirley
2020 PRSU award		$107,249
2021 PRSU award		23,952
2022 PRSU award		78,385
		$209,586


Name	Company 401(k)/Deferred Compensation Plan Match and Contribution ($)^(a)		Auto Allowance ($)^(b)		Financial Services ($)^(c)		Aircraft Usage ($)^(d)		Supplemental Long-Term Disability Premiums ($)^(e)		Group Term Life Insurance ($)^(f)		Executive Physical ($)^(g)		Total ($)
Mr. Trerotola		129,442		20,000		15,250		282,344		6,472		8,748		—		462,256
Mr. Berry		13,200		—		—		—		4,693		8,748		—		26,641
Mr. Shirley		63,325		—		—		—		9,104		8,748		—		81,177
Mr. Pryor		56,626		—		10,000		—		6,248		8,748		7,497		89,119
Ms. Lang		45,411		—		10,000		—		7,077		8,491		—		70,979


				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 ($)		Threshold (#)		Target (#)		Maximum (#)						Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards ($)⁽⁵⁾
Matthew L. Trerotola	Annual Incentive Plan		—		673,125		1,346,250		3,365,625		—		—		—		—		—		—		—
	PRSUs		2/28/2023		—		—		—		28,222		56,443		112,886		—		—		—		4,052,607
	RSUs		2/28/2023		—		—		—		—		—		—		28,221		—		—		1,626,094
	Stock Options		2/28/2023		—		—		—		—		—		—		—		66,922		57.62		1,750,010
Philip “Ben” Berry	Annual Incentive Plan				215,625		431,250		1,078,125		—		—		—		—		—		—		—
	PRSUs		2/28/2023		—		—		—		4,838		9,676		19,352		—		—		—		694,737
	RSUs		2/28/2023		—		—		—		—		—		—		4,838		—		—		278,766
	Stock Options		2/28/2023		—		—		—		—		—		—		—		11,472		57.62		299,993
Brady Shirley	Annual Incentive Plan		—		425,000		850,000		2,125,000		—		—		—		—		—		—		—
	PRSUs		2/28/2023		—		—		—		12,095		24,190		48,380		—		—		—		1,736,842
	RSUs		2/28/2023		—		—		—		—		—		—		12,095		—		—		696,914
	Stock Options		2/28/2023		—		—		—		—		—		—		—		28,681		57.62		750,008
Daniel Pryor	Annual Incentive Plan		—		231,600		463,200		1,158,000		—		—		—		—		—		—		—
	PRSUs		2/28/2023		—		—		—		7,862		15,723		31,446		—		—		—		1,128,911
	RSUs		2/28/2023		—		—		—		—		—		—		7,862		—		—		453,008
	RSUs		2/28/2023		—		—		—		—		—		—		24,190		—		—		1,393,828
	Stock Options		2/28/2023		—		—		—		—		—		—		—		18,642		57.62		487,488
Patricia Lang	Annual Incentive Plan		—		169,750		339,500		848,750		—		—		—		—		—		—		—
	PRSUs		2/28/2023		—		—		—		4,032		8,063		16,126		—		—		—		578,923
	RSUs		2/28/2023		—		—		—		—		—		—		4,032		—		—		232,324
	Stock Options		2/28/2023																9,560		57.62		249,994


	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⁾
Matthew L. Trerotola		182,572		—		45.69		2/24/2026		—		—		—		—
		70,246		—		64.03		2/23/2027		—		—		—		—
		37,453		18,726		76.34		2/21/2028		—		—		—		—
		20,906		41,813		70.88		2/16/2029		—		—		—		—
				66,922		57.62		2/27/2030		—		—		—		—
				—		—		—		158,773		8,894,463		—		—
		—		—		—		—		—		—		56,443		4,257,495
Philip “Ben” Berry		10,859		—		33.48		3/16/2027		—		—		—		—
		2,983		1,493		76.34		2/21/2028		—		—		—		—
		—		11,472		57.62		2/27/2030		—		—		—		—
										12,988		727,588
														9,676		729,861
Brady Shirley		33,499		—		45.69		2/24/2026		—		—		—		—
		14,498		7,249		76.34		2/21/2028		—		—		—		—
		9,361		18,722		70.88		2/16/2029		—		—		—		—
		—		28,681		57.62		2/27/2030		—		—		—		—
										66,463		3,723,257
				—		—		—		—		—		24,190		1,824,652
Daniel A. Pryor		43,363		—		68.79		2/12/2024		—		—		—		—
		106,670		—		56.79		3/7/2025		—		—		—		—
		61,974		—		45.69		2/24/2026		—		—		—		—
		22,503		—		64.03		2/23/2027		—		—		—		—
		11,175		5,588		76.34		2/21/2028		—		—		—		—
		6,084		12,170		70.88		2/16/2029		—		—		—		—
		—		18,642		57.62		2/27/2030		—		—		—		—
										70,541		3,951,707
		—		—		—		—		—		—		15,723		1,185,986
Patricia Lang		7,258		—		45.69		2/24/2026		—		—		—		—
		8,514		—		64.03		2/23/2027		—		—		—		—
		4,832		2,417		76.34		2/21/2028
		3,120		6,240		70.88		2/16/2029
		—		9560		57.62		2/27/2030
		—		—		—		—		22,156		1,241,179		—		—
		—		—		—		—		—		—		8,063		608,192


Option Grant Date	Option Expiration Date		Option Full Vesting Date (options vest over three-year period except as noted above)
2/13/2017		2/12/2024	2/13/2020
3/8/2018		3/7/2025	3/8/2021
2/25/2019		2/24/2026	2/25/2022
2/24/2020		2/23/2027	2/24/2023
3/17/2020		3/16/2027	3/17/2023
2/22/2021		2/21/2028	2/22/2024
2/17/2022		2/16/2029	2/17/2025
2/28/2023		2/27/2030	2/28/2026


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 ($)
Matthew L. Trerotola		153,602		116,242		333,511		—		2,501,327
Philip “Ben” Berry		—		—		—		—		—
Brady Shirley		58,094		50,125		30,685		—		259,401
Daniel A. Pryor		85,469		43,426		357,248		—		1,966,091
Patricia Lang		46,640		32,211		37,186		—		316,781


Executive	Matthew L. Trerotola ($)		Philip “Ben” Berry ($)		Brady Shirley ($)		Daniel A. Pryor ($)		Patricia A. Lang ($)
Employment Agreement/Severance Plan Benefits:
Termination without “cause” or for “good reason” (for all NEOs other than Mr. Shirley) or “constructive termination” (for Mr. Shirley)
Payment Over 24 Months/18 Months/Lump Sum Payment⁽¹⁾		4,846,500		1,006,250		2,550,000		1,042,200		824,500
Pro Rata Incentive Compensation⁽²⁾		1,346,250		431,250		850,000		463,200		339,500
Termination in connection with a “change of control”
Lump Sum Payment		4,846,500		2,012,500		3,400,000		2,084,400		1,649,000
Pro Rata Incentive Compensation⁽²⁾		1,346,250		—		—		—		—
Accelerated Stock Options⁽³⁾		1,885,969		244,762		346,045		640,191		74,975
Accelerated PRSUs⁽⁴⁾		4,257,495		729,861		1,824,652		1,185,986		608,192
Accelerated RSUs⁽⁴⁾		8,894,463		727,588		3,723,257		3,951,707		1,241,179
NQDC Plans/Pension⁽⁵⁾		2,501,327		—		259,401		1,966,091		316,781