Enovis CORP DEF 14A, filed Mar 31, 2023

Enovis CORP (ENOV)

DEF 14A 2023-03-31

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Added on June 12, 2026

About this DEF 14A

Enovis CORP filed this DEF 14A on March 31, 2023.

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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			13
Board Recommendation			13

CORPORATE GOVERNANCE			14

Director Independence			14
Board of Directors and its Committees			14
Compensation Committee Interlocks and Insider Participation			16
Identification of Director Candidates and Director Nomination Process			16
Board Leadership Structure			17
Board Evaluation Process			17
Board’s Role in Risk Oversight			18
Standards of Conduct			19
Certain Relationships and Related Person Transactions			20
Contacting the Board of Directors			20

DIRECTOR COMPENSATION			21

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 2022 Executive Compensation Program			32

COMPENSATION AND HUMAN CAPITAL MANAGEMENT COMMITTEE REPORT			40

EXECUTIVE COMPENSATION			41

Summary Compensation Table			41
Grants of Plan-Based Awards for 2022			43
Outstanding Equity Awards at 2022 Fiscal Year-End			44
Option Exercises and Stock Vested During Fiscal 2022			47
Nonqualified Deferred Compensation			48
Potential Payments Upon Termination or Change of Control			53

CEO PAY RATIO DISCLOSURE			54

PAY-VERSUS-PERFORMANCE			55


EQUITY COMPENSATION PLAN INFORMATION			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 ADVISORY VOTE ON THE FREQUENCY OF FUTURE SAY-ON-PAY VOTES			60

PROPOSAL 5 APPORVAL OF THE ENOVIS CORPORATION 2023 NON-QUALIFIED STOCK PURCHASE PLAN			61

BENEFICIAL OWNERSHIP OF OUR COMMON STOCK			65

GENERAL MATTERS			67

Outstanding Stock and Voting Rights			67
Stockholder Proposals and Nominations			68
Delivery of Documents to Stockholders Sharing an Address			68
Additional Information			69
Other Matters			69

Appendix A			A-1



Date and Time:		Tuesday, May 16, 2023 at 11:00 a.m., Eastern Time

Location:		Via live webcast at www.virtualshareholdermeeting.com/ENOV2023

Record Date:		March 22, 2023


		Via the internet (www.proxyvote.com) through May 15, 2023;

		By telephone (1-800-690-6903) through May 15, 2023;

		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 15, 2023; 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/ENOV2023 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	59
Proposal 4 – Say-on-Frequency	ONE YEAR	60
Proposal 5 – Approval of Enovis Corporation 2023 Non-Qualified Stock Purchase Plan	FOR	61



Fee Category (fees in thousands)	2022		2021

Audit Fees	$	3,509	$	6,849

Audit-Related Fees		–		3,175

Tax Fees		285		301

All Other Fees		–		–

TOTAL	$	3,794	$	10,325


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

Mitchell P. Rales*

Matthew L. Trerotola

Barbara W. Bodem	ü

Liam J. Kelly		ü

Angela S. Lalor			ü

Philip A. Okala	ü

Christine Ortiz		ü

A. Clayton Perfall

Brady R. Shirley

Rajiv Vinnakota			ü

Sharon Wienbar


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. For 2022, as a supplement to the written self-assessment questionnaires, the Board determined that the Chair of the Nominating and Corporate Governance Committee would also conduct one-on-one interviews with individual directors to obtain their feedback on Board and committee processes. At its December meeting, the Nominating and Corporate Governance Committee reviewed a list of questions that the Chair would use to facilitate such interviews.
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. The Chair of the Nominating and Corporate Governance Committee scheduled and conducted one-one-one interviews with individual directors.


Action and Timeframe		Description
Review and Discussion – February		The Board and its committees receive a report summarizing the annual evaluations as well as a year-over-year comparison. In addition, the Chair prepared a summary report with feedback from the one-on-one interviews. The reports are distributed for consideration in advance of and discussed at the February Board meeting. 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 ($)		Stock Awards ($)	⁽³⁾	Option Awards ($)	⁽⁵⁾	Total ($)
Mitchell P. Rales	1		0		0		1
Patrick W. Allender	26,250	⁽²⁾	0		0		26,250
Barbara Bodem	52,500		137,520		107,523		297,543
Thomas S. Gayner	22,500	⁽²⁾	0		0		22,500
Rhonda L. Jordan	26,250		0		0		26,250
Liam J. Kelly	75,000		110,877		107,523		293,400
Angela Lalor	52,500	⁽²⁾	137,520	⁽⁴⁾	107,523		297,543
Philip Okala	75,000		110,877		107,523		293,400
Christine Ortiz	52,500		137,520		107,523		297,543
A. Clayton Perfall	98,750	⁽²⁾	110,877	⁽⁴⁾	107,523		317,150
Didier Teirlinck	22,500	⁽²⁾	0		0		22,500
Rajiv Vinnakota	86,250		110,877		107,523		304,650
Sharon Wienbar	90,000	⁽²⁾	110,877	⁽⁴⁾	107,523		308,400


Name	Restricted Stock Units		Stock Options
Mitchell P. Rales		-		-
Barbara Bodem		2,044		3,464
Liam J. Kelly		1,648		8,017
Angela Lalor		2,044		3,464
Philip Okala		1,648		3,980
Christine Ortiz		2,044		3,464
A. Clayton Perfall		1,648		19,419
Rajiv Vinnakota		1,648		11,440
Sharon Wienbar		1,648		16,626


Proposal 2		Ratification of Selection of Independent Registered Public Accounting Firm


Name		Title
Matthew Trerotola		Chief Executive Officer
Christopher Hix		EVP, Chief Financial Officer
Brady Shirley		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 30.


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. The CHCM Committee is prohibited from increasing the results with respect to each financial and operational performance metric once established, but retains the discretion to reduce or eliminate compensation under our AIP even if performance goals are attained.	×	No repricing or buyout of underwater stock options – We do not permit the repricing of underwater stock options without the express approval of our stockholders.
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.


What we do		What we don’t do
ü	Clawback Policy and Insider Trading Policy – We have a comprehensive compensation clawback policy that is triggered by a material restatement of the Company’s financial statements and applies to all of our executive officers, and 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 2022, 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	2021 Annual Base Salary		2022 Annual Base Salary		Percentage Increase
Mr. Trerotola	$	1,077,000	$	1,077,000		—
Mr. Hix	$	650,000	$	650,000		—
Mr. Shirley	$	850,000	$	850,000		—
Mr. Pryor	$	579,000	$	579,000		—
Ms. Lang	$	450,000	$	485,000		8	%


Measure	Weighting
Net sales (as adjusted)⁽¹⁾		40	%
Adjusted EBITDA⁽²⁾		30	%
Adjusted EBITDA Margin⁽³⁾		30	%


Measure	Weighting			Threshold			Target			Maximum			Achieved			CPF Based on Weighting
Net Sales (as adjusted)		40	%	$	1.444 billion		$	1.604 billion		$	1.765 billion		$	1.560 billion			86	%
Adjusted EBITDA		30	%	$	207 million		$	259 million		$	311 million		$	241 million			82	%
Adjusted EBITDA Margin		30	%		15.41	%		16.16	%		16.91	%		15.43	%		51	%
Weighted aggregate CPF for 2022																	75	%


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		75%		1,009,688		107%	=		1,080,366
Mr. Hix		650,000	X		80%	=		520,000	X		75%		390,000		110%	=		429,000
Mr. Shirley		850,000	X		100%	=		850,000	X		75%		637,500		115%	=		733,125
Mr. Pryor		579,000	X		80%	=		463,200	X		75%		347,400		105%	=		364,770
Ms. Lang		485,000	X		70%	=		339,500	X		75%		254,625		110%	=		280,088


Annual Grant Recipient		Total Aggregate Value of Grant ($)⁽¹⁾
Mr. Trerotola		6,700,000
Mr. Hix		1,000,000
Mr. Shirley		3,000,000
Mr. Pryor		1,950,000
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%



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


2022 Peer Group
Bio-Rad Laboratories	Globus Medical	ResMed
Bruker	Haemonetics	STERIS plc
CONMED	Hologic	Teleflex
The Cooper Companies, Inc.	ICU Medical	Zimmer Biomet Holdings, Inc.
DENTSPLY SIRONA	Integra LifeSciences Holdings
Envista Holdings	Masimo


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 19 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 ($)⁽¹⁾		Bonus ($)⁽²⁾		Stock Awards ($)⁽³⁾		Option Awards ($)⁽⁴⁾		Non-Equity Incentive Plan Compensation ($)⁽⁵⁾		Change in Pension Value and Nonqualified Deferred Compensation Earnings	All Other Compen- sation ($)⁽⁶⁾		Total ($)
Matthew Trerotola		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
Chief Executive Officer		2020		1,029,364		—		4,429,992		1,443,739		1,099,690	—		277,101		8,279,886
Christopher Hix		2022		650,000		2,000,000		1,292,047		—		429,000	—		104,365		4,475,412
Former Executive Vice President and Chief Financial Officer		2021		650,000		—		1,685,832		499,998		666,120	—		77,833		3,579,783
		2020		626,250		—		1,534,148		499,994		390,000	—		70,255		3,120,897
Brady Shirley		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
President and Chief Operating Officer		2020		812,404		—		2,454,728		—		613,700	—		16,587		3,897,419
Daniel Pryor		2022		579,000		1,042,200		1,580,192		487,382		364,770	—		91,392		4,144,936
Executive Vice President, Strategy and Business Development		2021		575,608		—		2,627,914		462,506		621,615	—		71,739		4,359,382
		2020		544,356		—		1,419,104		462,491		339,000	—		75,644		2,840,595
Patricia Lang		2022		476,385		765,000		797,796		249,912		280,088	—		68,993		2,638,124
Senior Vice President and Chief Human Resources Officer
Senior Vice President and Chief Human Resources Officer


	Incremental Value
Matthew L. Trerotola
2020 PRSU award		$258,120
2021 PRSU award		61,883


	Incremental Value
2022 PRSU award			175,070
		$	495,073
Christopher Hix
2020 PRSU award		$	139,989
2021 PRSU award			86,566
12/13/2019 RSU award			10,496
2/24/2020 RSU award			4,836
2/22/2021 RSU award			8,949
2/17/2022 RSU award			25,879
		$	276,715
Brady Shirley
2020 PRSU award		$	107,249
2021 PRSU award			23,952
2022 PRSU award			78,385
		$	209,586
Daniel Pryor
2020 PRSU award		$	82,706
2021 PRSU award			18,421
2022 PRSU award			50,904
		$	152,031
Patricia Lang
2020 PRSU award		$	31,283
2021 PRSU award			7,964
2022 PRSU award			26,089
		$	65,336


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)		($)^(g)		Total ($)
Mr. Trerotola		168,093		20,000		14,265		323,751		7,326		5,547		—		538,982
Mr. Hix		78,967		—		10,000		—		8,072		7,326		—		104,365
Mr. Shirley		39,662		—		—		—		10,037		5,547		143		55,389
Mr. Pryor		72,037		—		10,000		—		7,095		2,260		—		91,392
Ms. Lang		47,819		—		10,000		—		7,949		3,225		—		68,993


				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		2/17/2022		—		—		—		23,697		47,394		94,788		—		—		—		3,206,678
	Modified PRSUs⁽⁶⁾		4/4/2022		—		—		—		—		—		—		—		—		—		495,073
	RSUs		2/17/2022		—		—		—		—		—		—		23,697		—		—		1,700,734
	Stock Options		2/17/2022		—		—		—		—		—		—		—		62,719		70.88		1,674,597
Christopher M. Hix	Annual Incentive Plan				260,000		520,000		1,300,000		—		—		—		—		—		—		—
	Modified PRSUs⁽⁶⁾		4/4/2022		—		—		—		—		—		—		—		—		—		226,556
	RSUs		2/17/2022		—		—		—		—		—		—		14,147		—		—		1,015,330
	Stock Options		2/17/2022		—		—		—		—		—		—		—		—		—		—
	Modified RSUs⁽⁷⁾		4/4/2022		—		—		—		—		—		—		—		—		—		50,161
Brady Shirley	Annual Incentive Plan		—		425,000		850,000		2,125,000		—		—		—		—		—		—		—
	PRSUs		2/17/2022		—		—		—		10,611		21,221		42,442		—		—		—		1,435,813
	Modified PRSUs⁽⁶⁾		4/4/2022		—		—		—		—		—		—		—		—		—		209,585
	RSUs		2/17/2022		—		—		—		—		—		—		10,610		—		—		761,480
	Stock Options		2/17/2022		—		—		—		—		—		—		—		28,083		70.88		749,816
Daniel Pryor	Annual Incentive Plan		—		231,600		463,200		1,158,000		—		—		—		—		—		—		—
	PRSUs		2/17/2022		—		—		—		6,897		13,793		27,586		—		—		—		933,234
	Modified PRSUs⁽⁶⁾		4/4/2022		—		—		—		—		—		—		—		—		—		152,032
	RSUs		2/17/2022		—		—		—		—		—		—		6,896		—		—		494,926
	Stock Options		2/17/2022		—		—		—		—		—		—		—		18,254		70.88		487,382
Patricia Lang	Annual Incentive Plan		—		169,750		339,500		848,750		—		—		—		—		—		—		—
	PRSUs		2/17/2022		—		—		—		3,537		7,073		14,146		—		—		—		478,559
	Modified PRSUs⁽⁶⁾		4/4/2022		—		—		—		—		—		—		—		—		—		65,336
	RSUs		2/17/2022		—		—		—		—		—		—		3,537		—		—		253,850
	Stock Options		2/17/2022																9,360		70.88		249,912


	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 (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Matthew L. Trerotola		182,572		—		45.69		2/24/2026		—		—		—		—
		46,830		23,416		64.03		2/23/2027		—		—		—		—
		18,727		37,452		76.34		2/21/2028		—		—		—		—
		—		62,719		70.88		2/16/2029		—		—		—		—
				—		—		—		200,145		10,711,760		—		—
		—		—		—		—		—		—		—		—
Christopher M. Hix		20,360		—		45.15		6/30/2023		—		—		—		—
		42,124		—		68.79		2/12/2024		—		—		—		—
		56,891		—		56.79		3/7/2025		—		—		—		—
		66,999		—		45.69		2/24/2026		—		—		—		—
		16,218		8,109		64.03		2/23/2027		—		—		—		—
		6,041		12,081		76.34		2/21/2028		—		—		—		—
										23,806		1,274,097
														—		—
Brady Shirley		33,499		—		45.69		2/24/2026		—		—		—		—
		7,249		14,498		76.34		2/21/2028		—		—		—		—
		—		28,083		70.88		2/16/2029		—		—		—		—
										87,717		4,694,614
				—		—		—		—		—
Daniel A. Pryor		43,363		—		68.79		2/12/2024		—		—		—		—
		106,670		—		56.79		3/7/2025		—		—		—		—
		61,974		—		45.69		2/24/2026		—		—		—		—
		15,001		7,502		64.03		2/23/2027		—		—		—		—
		5,588		11,175		76.34		2/21/2028		—		—		—		—
		—		18,254		70.88		2/16/2029		—		—		—		—
										60,072		3,215,053
		—		—		—		—		—		—
Patricia Lang		7,258		—		45.69		2/24/2026		—		—		—		—
		5,676		2,838		64.03		2/23/2027		—		—		—		—
		2,416		4,833		76.34		2/21/2028
		—		9,360		70.88		2/16/2029
		—		—		—		—		26,949		1,442,310		—		—