ESAB Corp DEF 14A, filed Mar 31, 2023

ESAB Corp (ESAB)

DEF 14A 2023-03-31

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Added on June 12, 2026

About this DEF 14A

ESAB Corp filed this DEF 14A on March 31, 2023.

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PROXY SUMMARY			1

Our Approach to Sustainability			6
Proxy Statement for Annual Meeting of Stockholders			10

PROPOSAL 1 ELECTION OF DIRECTORS			11

Director Qualifications			11
Board of Directors			12
Nominees for Director			12
Vote Required			13
Board Recommendation			13
Continuing Directors			14

CORPORATE GOVERNANCE			18

Director Independence			18
Board of Directors and its Committees			18
Compensation Committee Interlocks and Insider Participation			20
Identification of Director Candidates and Director Nomination Process			21
Board Leadership Structure			21
Board Evaluation Process			21
Board’s Role in Risk Oversight			22
Standards of Conduct			22
Certain Relationships and Related Person Transactions			23
Contacting the Board of Directors			24

DIRECTOR COMPENSATION			25

PROPOSAL 2 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			28

Independent Registered Public Accounting Firm Fees and Services			28
Audit Committee’s Pre-Approval Policies and Procedures			29
Vote Required			29
Board Recommendation			29

AUDIT COMMITTEE REPORT			30

COMPENSATION DISCUSSION AND ANALYSIS			31

Executive Summary			31
Determination of Executive Compensation and Performance Criteria			36
Elements of Our 2022 Executive Compensation Program			37

COMPENSATION COMMITTEE REPORT			48

EXECUTIVE COMPENSATION			49

Summary Compensation Table			49
Grants of Plan-Based Awards for 2022			50
Outstanding Equity Awards at 2022 Fiscal Year-End			52
Option Exercises and Stock Vested During Fiscal 2022			54
Nonqualified Deferred Compensation			54
Potential Payments Upon Termination or Change of Control			58

CEO PAY RATIO DISCLOSURE			59


PAY VERSUS PERFORMANCE			60

EQUITY COMPENSATION PLAN INFORMATION			64

DELINQUENT SECTION 16(A) REPORTS			65

PROPOSAL 3 APPROVAL OF NAMED EXECUTIVE OFFICERS’ COMPENSATION, ON A NON-BINDING ADVISORY BASIS (“SAY-ON-PAY”)			66

Why You Should Approve Our Executive Compensation Program			66
Vote Required			66
Board Recommendation			66

PROPOSAL 4 ADVISORY VOTE ON THE FREQUENCY OF FUTURE SAY-ON-PAY VOTES			67

Vote Required			67
Board Recommendation			67

BENEFICIAL OWNERSHIP OF OUR COMMON STOCK			68

GENERAL MATTERS			70

Outstanding Stock and Voting Rights			70
Stockholder Proposals and Nominations			71
Delivery of Documents to Stockholders Sharing an Address			71
Additional Information			72
Other Matters			72

ANNEX			73



Date and Time:		Thursday, May 11, 2023 at 3:00 p.m., Eastern Time

Location:		Via live webcast at www.virtualshareholdermeeting.com/ESAB2023

Record Date:		March 20, 2023


		Via the internet (www.proxyvote.com) through May 10, 2023;

		By telephone (1-800-690-6903) through May 10, 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 10, 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/ESAB2023 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
Proposal 1: Election of Class I Directors (page 11)		FOR each Class I Director nominee
Proposal 2: Ratification of the appointment of the independent registered accounting firm (page 28)		FOR
Proposal 3: Approval on an advisory basis of our named executive officer compensation (page 66)		FOR
Proposal 4: Approval on an advisory basis of the frequency of stockholder advisory votes to approve our named executive officer compensation (page 67)		EVERY ONE YEAR



Fee Category (fees in thousands)	2022

Audit Fees	$	4,287

Audit-Related Fees		–

Tax Fees		192

All Other Fees		–

TOTAL	$	4,479


MITCHELL P. RALES

Age 66 Director since: 2022 INDEPENDENT CHAIRMAN OF THE BOARD Committees: • None Key skills: • Senior leadership experience • Public company board experience • Broad international experience • M&A/capital markets experience • Related industry experience • Organizational management experience		Mitchell P. Rales is a co-founder of Enovis and served as a director of Enovis from its founding in 1995 until his retirement from the Enovis Board later this year. Mr. Rales is a co-founder and has served as a member of the board of directors of Danaher Corporation, a global science and technology company, since 1983, as Chairman of Danaher’s Executive Committee since 1984, and served as a member of the board of directors of Fortive Corporation, a diversified industrial growth company that was spun off from Danaher in 2016, from 2016 to June 2021. He has been a leader in a number of private business entities with interests in manufacturing, technology and high growth companies for over 25 years. Qualifications: The strategic vision and leadership of Mr. Rales helped create the foundation for our Company. His critical guidance to ESAB, both before and after its separation from Enovis, facilitates its continued development and growth. In addition, Mr. Rales helped create the Danaher Business System, on which EBX is modeled. As a result of Mr. Rales’ substantial ownership stake in ESAB, he is well-positioned to understand, articulate and advocate for the rights and interests of ESAB’s stockholders.


STEPHANIE M. PHILLIPPS

Age 71 Director since: 2022 INDEPENDENT Committees: • Compensation and Human Capital Management Key skills: • Public company board experience • M&A/capital markets experience		Stephanie M. Phillipps has served as a member of our Board since April 2022. Ms. Phillipps was a partner at Arnold & Porter, an international law firm, from 1984 until her retirement in 2019. While at Arnold & Porter, Ms. Phillipps advised wireless, cable, satellite, media, and internet service providers on a broad range of transactions, mergers and acquisitions, and regulatory issues. She also advised clients on real estate and corporate governance issues. From January 2021 until December 2022, Ms. Phillipps served on the board of directors and nominating and corporate governance committee of Empowerment and Inclusion Capital I Corp. Ms. Phillipps currently serves as a senior advisor to Grain Management LLC, Treasurer and board member of the Clara Elizabeth Jackson Carter Foundation, co-founder and board member of the Harvard Law School Black Alumni Network, board member of The Ellington Fund and the Ellington School, and founder and Chief Executive Officer of Genkast LLC. Qualifications: Ms. Phillipps brings to the Board strong experience providing strategic and legal advice to large, global corporations on a variety of complex transactions and corporate governance matters. Ms. Phillipps’s ability to comprehend dynamic business models as well as her substantial experience with mergers and acquisitions, technology-driven transactions and regulatory issues offers key insights to our Board. The Board also benefits from her broad corporate governance experience gained through her service on public and private company boards.

DIDIER TEIRLINCK

Age 66 Director sinace: 2022 INDEPENDENT Committees: • Audit Key skills: • Public company board experience • Broad international experience • Related industry experience • Innovation experience • Organizational management experience • Finance/accounting/risk management experience • Corporate social responsibility experience		Didier Teirlinck retired from Ingersoll Rand, a diversified industrial manufacturing company, in September 2018. He has been a strategic advisor to the CEO of Ingersoll Rand since 2017, and previously served from November 2013 as executive vice president for Ingersoll Rand’s Climate segment, overseeing climate businesses around the world and enhancing competitive position and market share. After joining Ingersoll Rand in 2005, Mr. Teirlinck served as president of Climate Control in Europe before becoming President of the global Climate Solutions sector in 2009. Before joining Ingersoll Rand, he was President of Volvo Construction Equipment’s Compact Business Line worldwide and was previously general manager of DANISCO Flexible Group for southern Europe. Mr. Teirlinck served as a director of Enovis from September 18, 2017 until the Separation. Qualifications: Mr. Teirlinck’s international operating history and wealth of knowledge in the climate sector brings key geographic and market experience to our Board. The Company benefits from his broad experience in sales and corporate responsibility as well as knowledge of manufacturing operations. Mr. Teirlinck’s long career in industrial environments gives him a unique and valuable perspective with respect to continuous improvement, lean manufacturing and implementing business operating systems. Mr. Teirlinck also has public-company board experience and a long-term familiarity with our business due to his prior service on the board of directors of Enovis.


PATRICK W. ALLENDER

Age 76 Director since: 2022 INDEPENDENT Committees: • Audit (Chair) • Nominating and Corporate Governance Key skills: • Senior leadership experience • Public company board experience • Broad international experience • M&A/capital markets experience • Related industry experience • Organizational management experience • Finance/accounting/risk management experience		Patrick W. Allender is the former Executive Vice President and Chief Financial Officer of Danaher Corporation, a global science and technology company, where he served from 1987 until his retirement in 2007. Prior to joining Danaher, Mr. Allender was an audit partner with a large international accounting firm. Mr. Allender is a director of Brady Corporation, where he is a member of the audit and corporate governance committees and the chairman of the finance committee. Mr. Allender served as a director of Enovis from May 13, 2008 until the Separation. Qualifications: Mr. Allender has substantial experience in financial reporting, risk management, strategy development and execution and business transformation gained from a 30-year career at Danaher Corporation. Mr. Allender’s almost 15 years of service on the Enovis board of directors give him a deep familiarity of our Company’s history and EBX, allowing him to provide targeted insight on the nature of ESAB’s operations to our Board.

CHRISTOPHER M. HIX

Age 61 Director since: 2021 Committees: • None Key skills: • Senior leadership experience • Broad international experience • M&A/capital markets experience • Related industry experience • Technology/IT experience • Organizational management experience • Finance/accounting/risk management experience		Christopher M. Hix served as Executive Vice President, Finance, Chief Financial Officer of Enovis Corporation from December 2019 until his retirement on December 31, 2022, and prior to such position served as Senior Vice President, Finance, of Enovis since July 2016. Prior to joining Enovis, Mr. Hix was the Chief Financial Officer of OM Group, Inc., a global, publicly-listed diversified industrial company, from 2012 until the company’s acquisition in late 2015. Previously, Mr. Hix was the Chief Financial Officer of Robbins & Myers, a diversified industrial company, from 2006 to 2011, a period of significant expansion and business portfolio changes. Prior to that, Mr. Hix spent 14 years in a variety of operating, financial and strategic roles within Roper Industries (now Roper Technologies), a global, diversified industrial and technology company that underwent rapid growth and transitioned from private to public ownership during his tenure. Qualifications: Mr. Hix brings to the Board significant experience in both finance and operations management at industrial companies through his service as the chief financial officer of publicly-traded companies, including Enovis. The Board also benefits from his extensive background in risk management, mergers and acquisitions and debt and equity markets. Mr. Hix offers the Board a unique perspective with respect to technology, as he directly managed IT functions at several companies for over a decade. Mr. Hix is also deeply familiar with ESAB’s business as well as EBX.


RHONDA L. JORDAN

Age 65 Director since: 2022 INDEPENDENT Committees: • Compensation and Human Capital Management (Chair) • Nominating and Corporate Governance Key skills: • Public company board experience • Broad international experience • M&A/capital markets experience • Human capital management experience • Sales/marketing experience • Innovation experience • Organizational management experience • Corporate social responsibility experience		Rhonda L. Jordan served as President, Global Health & Wellness, and Sustainability for Kraft Foods Inc. a food manufacturing and processing conglomerate, until 2012 and in that role led the development of Kraft’s health & wellness and sustainability strategies and plans for the company, including marketing, product development, technology, alliances and acquisitions. Prior to being named President, Health & Wellness in 2010, she held positions as President of Kraft’s Cheese and Dairy business unit and its Grocery unit. She also served as Senior Vice President, Global Marketing of Kraft Cheese and Dairy. Ms. Jordan is a director of Ingredion Incorporated, where she is chair of the compensation committee, and the private companies Bush Brothers & Company and G&L Holdings. Ms. Jordan served as a director of Enovis from February 17, 2009 until the Separation. Qualifications: Ms. Jordan’s management and operations experience within a large, global corporation gives her an important strategic voice in Board deliberations, and her knowledge and decision making with respect to business unit development and sustainable top-line performance makes her a valued member of our Board. Ms. Jordan also brings an important perspective from her service of other public company boards, including her long tenure as a director of Enovis, as well as her background in developing sustainability strategies.
Class III Directors, Current Term Expiring in 2025
MELISSA CUMMINGS

Age 47 Director since: 2022 INDEPENDENT Committees: • Audit Key Skills: • Broad international experience • Related industry experience • Sales/marketing experience • Technology/IT experience • Innovation experience • Corporate social responsibility experience		Melissa Cummings has been Executive Vice President in several capacities at Westinghouse Electric company since June 2020. She currently serves as Executive Vice President of Strategic Marketing for Westinghouse Electric Company, a leading energy company where she is responsible for strategy, product management, and digital initiatives for nuclear and non-nuclear plant operations products and services. Prior to joining Westinghouse, she worked with Signant Healthcare as an executive consultant from December 2019 to June 2020, supporting business profitability, strategic planning, and operational transformation efforts. Ms. Cummings previously served as Senior Vice President of Digital Solutions and Services at Baker Hughes from 2016 to December 2019 and has also held leadership positions with GE and ABB, driving digital and technology solutions for industrial customers around the world. Qualifications: Ms. Cummings brings to the Board significant marketing, strategy and innovation experience as a result of her tenure as a senior executive at leading industrial companies. The Company also benefits from her technology innovation expertise, as Ms. Cummings offers an important perspective on cybersecurity as well as digital and technology solutions in industrial sectors.


ROBERT S. LUTZ

Age 65 Director since: 2022 INDEPENDENT Committees: • Audit Key Skills: • Broad international experience • M&A/capital markets experience • Related industry experience • Finance/accounting/risk management experience		Robert S. Lutz has been with Danaher Corporation, a global science and technology company, since 2002 and has served as its Senior Vice President, Finance since January 2022 in an advisory role to Danaher’s global finance organization. Prior to this role, Mr. Lutz served as Danaher’s Chief Accounting Officer from March 2003 through December 2021. In that role, Mr. Lutz was responsible for Danaher’s internal and external financial reporting as well as Danaher’s maintenance of internal controls. Prior to being named Chief Accounting Officer, Mr. Lutz was Vice President, Audit & Reporting at Danaher from 2002 to March 2003. Prior to joining Danaher, Mr. Lutz held various positions, including partner, for more than 20 years at a large international accounting firm. Qualifications: Mr. Lutz’s responsibility for leading the accounting operations and financial reporting functions of a global, multi-industry publicly-traded company for almost twenty years enables him to bring extensive audit, financial reporting and corporate governance experience to our Board. He also offers a valuable perspective due his deep experience with the Danaher Business System.

SHYAM P. KAMBEYANDA

Age 52 Director since: 2022 Committees: • None Key Skills: • Senior leadership experience • Broad international experience • Related industry experience • Sales/marketing experience • Innovation experience • Organizational management experience		Shyam P. Kambeyanda has been President and Chief Executive Officer of ESAB since May 2016 and was Executive Vice President of Enovis from December 2019 until the Separation. As the leader of ESAB, Mr. Kambeyanda has overseen the growth of the fabrication technology business, expanding ESAB’s global operations, improving financial performance and driving EBX throughout the business. Prior to joining Enovis, Mr. Kambeyanda most recently served as the President Americas for Eaton Corporation’s Hydraulics Group. Mr. Kambeyanda joined Eaton in 1995 and held a variety of positions of increasing responsibility in engineering, quality, e-commerce, product strategy, and operations management in the United States, Mexico, Europe and Asia. Mr. Kambeyanda maintains a keen international perspective on driving growth and business development in emerging markets. Qualifications: As our President and Chief Executive Officer, Mr. Kambeyanda has a broad understanding of the Company’s business as well as a deep familiarity with EBX. Mr. Kambeyanda has demonstrated leadership qualities, knowledge of our operations and industry and a long-term strategic perspective. In addition, he has many years of international and domestic industrial experience, including in sales and innovation.


RAJIV VINNAKOTA

Age 52 Director since: 2022 INDEPENDENT Committees: • Nominating and Corporate Governance (Chair) • Compensation and Human Capital Management Key Skills: • Senior leadership experience • Public company board experience • Human capital management experience • Innovation experience • Organizational management experience		Rajiv Vinnakota has served as President of the Institute for Citizens & Scholars (formerly the Woodrow Wilson National Fellowship Foundation), a 75 year-old non-profit organization that has played a significant role in shaping higher education, since July 2019. With an expanded mission, Citizens & Scholars is now rebuilding how we develop citizens in our country. From 2015 to September 2018 he was an Executive Vice-President at the Aspen Institute, leading a division focused on youth and engagement. Prior to this role, Mr. Vinnakota was the Co-Founder and Chief Executive Officer of The SEED Foundation, a non-profit educational organization, at which he served from 1997 to 2015. Mr. Vinnakota was the chairman of The SEED Foundation board from 1997 until 2006. Prior to co-founding SEED, Mr. Vinnakota was an associate at Mercer Management Consulting. He was also a trustee of Princeton University from 2004 until 2007 and a member of the Executive Committee of the Princeton University board of directors from 2006 to 2007, and he served as the national chairman of Annual Giving at Princeton from 2007 until 2009. Mr. Vinnakota has served as a director of Enovis since May 13, 2008. Qualifications: Mr. Vinnakota brings to the Board broad leadership experience in areas such as human capital and organizational management. His experience in the non-profit sector also provides him with valuable perspective on important public policy, societal and economic issues relevant to our Company. Mr. Vinnakota’s engagement with leaders across the non-profit landscape (philanthropists, policymakers, practitioners, researchers, and young people ages 14-24) gives him constant understanding of key social issues, ideological debates and educational needs in our society. Mr. Vinnakota’s almost 15 years of service on the Enovis board of directors give him board-level experience on matters such as corporate governance and executive compensation and a deep familiarity of our Company’s history.


Name	Audit Committee	Nominating and Corporate Governance Committee	Compensation Committee

Mitchell P. Rales

Shyam P. Kambeyanda

Patrick W. Allender		✓

Melissa Cummings	✓

Christopher M. Hix

Rhonda L. Jordan		✓

Robert S. Lutz	✓

Stephanie M. Phillipps			✓

Didier Teirlinck	✓

Rajiv Vinnakota			✓


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/March		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 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, 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	Fees Earned or Paid in Cash ($)		Stock Awards ($)	⁽²⁾	Option Awards ($)	⁽⁴⁾	Total ($)

Mitchell P. Rales	1		—		—		1

Patrick W. Allender	⁽¹	⁾	72,500	⁽³⁾	72,500		145,000

Melissa Cummings	67,500		80,048	⁽³⁾	80,048		227,596

Christopher M. Hix	⁽¹	⁾	80,048	⁽³⁾	80,048		160,096

Rhonda L. Jordan	78,750		72,500	⁽³⁾	72,500		223,750

Robert S. Lutz	⁽¹	⁾	80,048	⁽³⁾	80,048		160,096

Stephanie M. Phillipps	37,500	⁽¹⁾	80,048	⁽³⁾	80,048		197,596

Didier Teirlinck	⁽¹	⁾	72,500	⁽³⁾	72,500		145,000

Rajiv Vinnakota	78,750		72,500		72,500		223,750


Name	Restricted Stock Units		Stock Options

Mitchell P. Rales		—		—

Patrick W. Allender		1,468		26,064

Melissa Cummings		1,621		4,748

Christopher M. Hix		34,096		4,748

Rhonda L. Jordan		1,468		26,064

Robert S. Lutz		1,621		4,748

Stephanie M. Phillipps		1,621		4,748

Didier Teirlinck		1,468		18,854

Rajiv Vinnakota		1,468		15,181


Proposal 2		Ratification of Selection of Independent Registered Public Accounting Firm


Name		Title

Shyam P. Kambeyanda		President and Chief Executive Officer

Kevin J. Johnson		Executive Vice President, Chief Financial Officer

Olivier Biebuyck		President, Fabrication Technology

Michele Campion		Senior Vice President, Chief Human Resources Officer

Curtis E. Jewell		Senior Vice President, General Counsel and Corporate Secretary



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 PRSUs, 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 33.


Element of Compensation	Purpose/Description	Form/Timing of Payout

Base Salary	Established at a competitive level to attract and retain our executive talent. Provides a base level of compensation that is not at risk to avoid fluctuations in compensation that could distract executives from the performance of their responsibilities.	Paid in cash throughout the year.

ESAB Incentive Plan (“EIP”)	Variable compensation that rewards our executive officers for achievement of critical annual operational and financial performance goals by the Company and recognizes the executive’s individual performance during the year.	Paid in cash after the year has ended and performance has been measured. See page 38 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 40 for further detail.


What we do		What we don’t do

ü	Pay for performance focus – Our EIP 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, EBITDA improvement and free cash flow conversion improvement, 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 a change in control, severance or other compensation or 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 ESAB stock and from entering into new pledge arrangements or derivative agreements using ESAB stock.

ü	Caps on ESAB Incentive Plan payouts – Executive bonus payments are capped under our EIP in part to discourage excessive risk taking. The Compensation and Human Capital Management Committee retains the discretion to reduce or eliminate compensation under our EIP even if performance goals are attained.	×	No repricing or buyout of underwater stock options – We do not permit the repricing of underwater stock options without the express approval of our stockholders.

ü	Double trigger provisions for change in control – 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 payments – 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 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 and directors 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 Compensation Committee and Consultant – Our Compensation and Human Capital Management Committee is comprised solely of independent directors. The compensation consultant to the Compensation and Human Capital Management Committee during 2022, FW Cook (i) is, based on the Compensation and Human Capital Management Committee’s assessment, independent and without any conflicts of interest with the Company and (ii) has never provided any services to the Company other than the compensation-related services provided to the Compensation and Human Capital Management Committee. See page 45 for further details.	×	No pension plan – We do not maintain a defined benefit pension plan for any senior executives.


Named Executive Officer	2022 Pre-Separation Base Salary		2022 Post-Separation Base Salary		% Increase

Shyam P. Kambeyanda	$	700,000	$	1,000,000		43	%

Kevin J. Johnson	$	380,000	$	595,000		57	%

Olivier Biebuyck	$	430,000	$	500,000		16	%

Michele Campion	$	324,450	$	425,000		31	%

Curtis E. Jewell	$	339,900	$	450,000		32	%


Measure	Weighting

Adjusted EBITDA⁽¹⁾		50	%

Net Sales (as adjusted)⁽²⁾		30	%

Working Capital Turns⁽³⁾		20	%


Measure	Weighting			Threshold		Target		Maximum		Achieved		CFF Based on Weighting

Net Sales (as adjusted)		30	%	$	2.16 billion	$	2.40 billion	$	2.64 billion	$	2.46 billion		37	%

Adjusted EBITDA		50	%	$	349 million	$	388 million	$	427 million	$	414 million		84	%

Working Capital Turns		20	%		5.2		5.6		5.9		5.2		10	%

Weighted aggregate CFF for 2022													131	%


NEO	Base Salary			Target Bonus Percentage⁽¹⁾			Target Bonus			CFF		Bonus before IPF application		Individual Performance Factor (IPF)			Executive Bonus Payment

Shyam P. Kambeyanda	$	1,000,000	X		115%	=	$	1,150,000	X		131%	$	1,506,500		105%	=	$	1,581,825

Kevin J. Johnson	$	595,000	X		75%	=	$	446,250	X		131%	$	584,588		102%	=	$	596,279

Olivier Biebuyck	$	500,000	X		75%	=	$	375,000	X		131%	$	491,250		101%	=	$	496,163

Michele Campion	$	425,000	X		65%	=	$	276,250	X		131%	$	361,888		101%	=	$	365,506

Curtis E. Jewell	$	450,000	X		70%	=	$	315,000	X		131%	$	412,650		99%	=	$	408,524


Executive Officer		Equity Award Type and Proportion

Shyam P. Kambeyanda		25% Stock Options 25% RSUs 50% PRSUs

Kevin J. Johnson		100% RSUs

Olivier Biebuyck		100% RSUs

Michele Campion		100% RSUs

Curtis E. Jewell		100% RSUs


	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%


Type of Enovis Equity Award		Adjustment for ESAB Employees (including our NEOs)

Stock Options		Enovis stock options were converted into options to purchase ESAB common stock with comparable intrinsic value and vesting schedules.

RSUs		Enovis RSUs were converted into RSUs of comparable value related to ESAB common stock and vesting schedules.

PRSUs		Enovis PRSUs that were unvested and outstanding at the distribution date were either (i) earned at target if the performance period was less than fifty percent (50%) completed as of the distribution date or (ii) earned at the then current performance level (as of December 31, 2021) if the performance period was fifty percent (50%) or more complete as of that date; such awards were further equitably adjusted as necessary to reflect the distribution and do not fully vest until the end of the original performance period


Form of Award	Percentage of Overall Grant	Key Terms

Stock Options	25%	¾ Ratable vesting on first, second and third anniversary of grant, subject to continued employment ¾ Exercise price of $49.40 (based on the trailing average price of ESAB’s common stock from April 5, 2022 through the date of grant)

RSUs	25%	¾ Ratable vesting on first, second and third anniversary of grant, subject to continued employment

PRSUs	50%	¾ Cliff vesting contingent on achievement of EBITDA percentage and free cash flow conversion improvement goals subject to a three-year performance period


	Stock Options (#)		RSUs (#)		PRSUs⁽¹⁾
Executive Officer	Stock Options (#)		RSUs (#)		Threshold (#)		Target (#)		Maximum (#)

Shyam P. Kambeyanda		37,070		12,652		12,652		25,304		50,608

Kevin J. Johnson		15,907		5,429		5,429		10,858		21,716

Olivier Biebuyck		8,511		2,905		2,905		5,810		11,620

Michele Campion		7,196		2,456		2,456		4,912		9,824

Curtis E. Jewell		6,985		2,384		2,384		4,768		9,536


Executive Officer	Retention Payment

Kevin J. Johnson		$ 380,000

Olivier Biebuyck		$ 322,500

Michele Campion		$ 324,450

Curtis E. Jewell		$ 281,250



Leadership Position		Value of Shares

President and CEO		6x base salary

EVP/SVP		3x base salary

VP		1x base salary


ESAB Peer Group

Altra Industrial Motion Corp.	IDEX Corporation	Pentair plc

AMETEK, Inc.	ITT Inc.	Regal Rexnord Corporation

Barnes Group Inc.	Hillenbrand, Inc.	Snap-on Incorporated

Crane Co.	Kennametal Inc.	SPX Technologies, Inc.

Flowserve Corporation	Lincoln Electric Holdings, Inc.	The Timken Company

Hubbell Incorporated	Nordson Corporation	Xylem Inc.



Pay Mix		¾ Compensation program includes an appropriate mix of short- and long-term incentives, which mitigate the risk of undue focus on short-term targets while rewarding performance in areas that are key to our long-term success. ¾ 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		¾ Distinct performance metrics are used in both our short-term (EIP) and long-term incentive plans. ¾ Our EIP is designed with a payout scale (including a maximum cap) that supports our pay-for-performance philosophy, as set forth on page 38.

Long-Term Incentives		¾ 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.