Envista Holdings Corp DEF 14A, filed Apr 7, 2026
Envista Holdings Corp (NVST)
DEF 14A
2026-04-07
For: 2025-12-31
View Original
Added on
June 12, 2026
About this DEF 14A
Envista Holdings Corp filed this DEF 14A on April 7, 2026.
| Name | Grant date | Number of securities underlying the award | Exercise price of the award ($/sh) | Grant date fair value of the award | Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information(1) | ||||||||||||
| Paul Keel | 5/25/2024 | 696,210 | $18.25 | $7.900 | 6.4% | ||||||||||||
| Paul Keel | 5/25/2024 | 164,560 | $18.25 | $7.900 | 6.4% | ||||||||||||
| Mark Nance | 2/25/2024 | 29,640 | $22.65 | $9.703 | (5.3)% | ||||||||||||
| Robert Befidi | 2/25/2024 | 21,910 | $22.65 | $9.703 | (5.3)% | ||||||||||||
| Mischa Reis | 2/25/2024 | 18,040 | $22.65 | $9.703 | (5.3)% | ||||||||||||
| Amir Aghdaei | 2/25/2024 | 113,370 | $22.65 | $9.703 | (5.3)% | ||||||||||||
| Stephen Keller | 2/25/2024 | 15,460 | $22.65 | $9.703 | (5.3)% | ||||||||||||
(1)Reflects the percentage change in the closing market price of our Common Stock between the trading day ending immediately prior to the Form 8-K filing ($22.65 on February 23, 2024; $18.20 on May 29, 2024) and the trading day beginning immediately following the disclosure of material nonpublic information ($21.44 on February 27, 2024; $19.36 on May 31, 2024).
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | 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 § 240.14a-12 | |||||||
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☑ | 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. | |||||||||||||
2026
Notice of Annual Meeting
of Stockholders
and Proxy Statement
ENVISTA HOLDINGS CORPORATION
200 S. Kraemer Boulevard, Building E
Brea, CA 92821
Notice of 2026 Annual Meeting of Stockholders
| ¶ | 3 | ? | : | |||||||||||||||||
When: May 19, 2026 at 7:00 a.m., PT. Where: Virtually, at www.virtualshareholdermeeting.com/NVST2026 | Items of Business: 4 measures to review as listed below | Who Can Vote: Stockholders of Envista’s common stock at the close of business on March 23, 2026. | Attending the Meeting: Stockholders will be able to attend, vote and submit questions during the Annual Meeting from any location via the Internet.* Date of Mailing: The date of mailing of this Proxy Statement or Notice of Internet Availability is on or about April 7, 2026. | |||||||||||||||||
*The 2026 Annual Meeting will be a virtual meeting conducted solely online and can be attended by visiting www.virtualshareholdermeeting.com/NVST2026.
Items of Business:
1. To elect the eight director nominees named in the Proxy Statement, each for a one-year term expiring at the 2027 annual meeting of stockholders and until their successors are elected and qualified.
2. To ratify the selection of Ernst & Young LLP as Envista’s independent registered public accounting firm for the year ending December 31, 2026.
3. To approve on an advisory basis Envista’s named executive officer compensation.
4. To hold an advisory vote relating to the frequency of future stockholder advisory votes on Envista’s named executive officer compensation.
5. To consider and act upon such other business as may properly come before the meeting or any adjournment thereof.
YOUR VOTE IS IMPORTANT. PLEASE SUBMIT YOUR PROXY OR VOTING INSTRUCTIONS AT YOUR EARLIEST CONVENIENCE, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING.
Most stockholders have a choice of voting over the Internet, by telephone or by using a traditional proxy card or voting instruction form. Please refer to the attached proxy materials or the information forwarded by your bank, broker or other holder of record to see which voting methods are available to you.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 19, 2026:
The Notice of Internet Availability, Notice of Annual Meeting, Proxy Statement and the Annual Report are available at: http://www.proxyvote.com.
| By Order of the Board of Directors, | |||||
| Mark Nance | |||||
| Secretary | |||||
April 7, 2026
2026 Annual Meeting of Stockholders
Notice of Annual Meeting and Proxy Statement
Table of Contents
| Proxy Statement Summary | |||||
| Proxy Statement | |||||
| Purpose of the Annual Meeting | |||||
| Annual Meeting Admission | |||||
| Outstanding Stock and Voting Rights | |||||
| Solicitation of Proxies | |||||
| Proxy Instructions | |||||
| Notice of Internet Availability of Proxy Materials | |||||
| Voting Requirements With Respect to Each of the Proposals Described in this Proxy Statement | |||||
| Voting Methods | |||||
| Changing Your Vote | |||||
| Householding | |||||
| Beneficial Ownership of Common Stock by Directors, Officers and Principal Stockholders | |||||
| Directors and Executive Officers | |||||
| Principal Stockholders | |||||
| Proposal 1 – Election of Directors | |||||
| Election of Directors | |||||
| Director Nominees | |||||
| Board Composition | |||||
| Corporate Governance | |||||
| Corporate Governance Overview | |||||
| Corporate Governance Guidelines, Committee Charters and Code of Conduct | |||||
| Board Leadership Structure | |||||
| Risk Oversight | |||||
| Director Independence | |||||
| Board of Directors and Committees of the Board | |||||
| Director Nomination Process | |||||
| Stockholder Engagement | |||||
| Executive Officers of the Company | |||||
| Certain Relationships and Related Transactions | |||||
| Policy | |||||
| Relationships and Transactions | |||||
| Compensation Discussion and Analysis | |||||
| Executive Summary | |||||
| 2025 Executive Compensation Decision-Making and Oversight | |||||
| Analysis of 2025 Executive Compensation | |||||
| 2026 Executive Compensation Developments | |||||
| Compensation Peer Group Analysis | |||||
| Stock Ownership Policies | |||||
| Equity Grant Practices | |||||
| Recoupment Policy | |||||
| Tax Deductibility of Executive Compensation | |||||
| Risk Considerations and Review of Executive Compensation Practices | |||||
| Compensation Committee Report | |||||
| Executive Compensation Tables | |||||
| Summary Compensation Table | |||||
| Grants of Plan-Based Awards for Fiscal 2025 | |||||
| Outstanding Equity Awards at 2025 Fiscal Year-End | |||||
| Option Exercises and Stock Vested During Fiscal 2025 | |||||
| 2025 Nonqualified Deferred Compensation | |||||
| Potential Payments Upon Termination or Change-of-Control as of 2025 Fiscal Year-End | |||||
| Agreements with our NEOs | |||||
| Employee Benefit Plans | |||||
| CEO Pay Ratio | |||||
| Pay Versus Performance | |||||
| Director Compensation | |||||
| Director Compensation Features | |||||
| Director Compensation Philosophy | |||||
| Process for Setting Director Compensation | |||||
| Director Compensation Structure | |||||
| Changes to Non-Employee Director Compensation for 2026 | |||||
| Director Stock Ownership Requirements and Hedging / Pledging Policy | |||||
| Director Summary Compensation Table | |||||
| Proposal 2 – Ratification of Independent Registered Public Accounting Firm | |||||
| Fees Paid to Independent Registered Public Accounting Firm | |||||
| Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors | |||||
| Audit Committee Report | |||||
| Proposal 3 – Advisory Vote on Named Executive Officer Compensation | |||||
| Proposal 4 – Advisory Vote on Frequency of Future Advisory Votes on Named Executive Officer Compensation | |||||
| Equity Compensation Plan Information | |||||
| Other Matters | |||||
| Website Disclosure | |||||
| Stockholder Proposals for Next Year’s Annual Meeting | |||||
| Appendix A - Reconciliation of GAAP to Non-GAAP Financial Measures (Unaudited) | |||||
Proxy Statement Summary
To assist you in reviewing the proposals to be acted upon at our 2026 Annual Meeting, below is summary information regarding the meeting. For more information about these topics, please review the complete Proxy Statement. This Proxy Statement and proxy card are first being sent to our stockholders on or about April 7, 2026.
2026 Annual Meeting of Stockholders
| Date and time: | May 19, 2026, 7:00 a.m. PT | |||||||
| Place: | Virtually, at www.virtualshareholdermeeting.com/NVST2026 | |||||||
| Record date: | March 23, 2026 | |||||||
| Voting: | Stockholders of Envista’s common stock at the close of business on March 23, 2026 are entitled to one vote per share of common stock on each matter to be voted upon at the 2026 Annual Meeting of Stockholders (“Annual Meeting”). | |||||||
| Admission: | To virtually attend the Annual Meeting, you will need the control number located on the Notice of Internet Availability of Proxy Materials, your proxy card or the instructions that accompanied your proxy materials. | |||||||
Items of Business
| PROPOSAL | VOTE REQUIRED | BOARD RECOMMENDATION | ||||||||||||
| Plurality of votes cast for each of the director nominees. | FOR each of the nominees | |||||||||||||
Proposal 2: Ratification of the appointment of the independent registered public accounting firm (page 62) | The affirmative vote of a majority of the shares of common stock represented in person (virtually) or by proxy and entitled to vote on the proposal. | FOR | ||||||||||||
| The affirmative vote of a majority of the shares of common stock represented in person (virtually) or by proxy and entitled to vote on the proposal. | FOR | |||||||||||||
Proposal 4: Selection on an advisory basis of future frequency of the stockholder advisory votes on our named executive officer compensation (page 65) | Option receiving the most number of votes cast will be considered the stockholders’ preferred frequency. | ONE YEAR | ||||||||||||
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Company Overview
Envista is a global family of more than 30 trusted dental brands, including Nobel Biocare, Ormco, DEXIS, and Kerr, united by a shared purpose: to partner with professionals to improve lives. We help our customers deliver the best possible patient care through industry-leading products, solutions, and technology. Our comprehensive portfolio, including dental implants and treatment options, orthodontics, and digital imaging technologies, covers a wide range of dentists' clinical needs for diagnosing, treating, and preventing dental conditions as well as improving the human smile. We further support the dental community with leading solutions in restoratives, endodontics, rotary, infection prevention, and loupes.
With a foundation comprised of the proven Envista Business System (“EBS”) methodology, an experienced leadership team, and a strong culture grounded in continuous improvement, commitment to innovation, and deep customer focus, we are well equipped to meet the end-to-end needs of dental professionals worldwide. We are one of the largest global dental products companies, with strong positions in some of the most attractive segments of the dental products industry. We serve dental professionals in over 130 countries through one of the largest commercial organizations in the dental products industry and through our distribution partners. In 2025, we generated total sales of $2.7 billion, of which approximately 85% were derived from sales of consumable products, services, and spare parts.
Financial Highlights
| $ in millions - except per share amounts | 2025 | 2024 | ||||||
| Total Revenue | $2,719.5 | $2,510.6 | ||||||
| Total Sales Growth | 8.3 | % | (2.2) | % | ||||
| Core Sales Growth* | 6.5 | % | (1.5) | % | ||||
| Net Income (Loss) | $47.0 | $(1,118.6) | ||||||
| Adjusted EBITDA* | $371.7 | $296.1 | ||||||
| Adjusted EBITDA Margin* | 13.7 | % | 11.8 | % | ||||
| Cash Provided by Operating Activities | $275.7 | $336.5 | ||||||
| Free Cash Flow* | $230.9 | $302.8 | ||||||
| Diluted Earnings (Loss) Per Share | $0.28 | $(6.50) | ||||||
| Adjusted Diluted Earnings Per Share* | $1.19 | $0.73 | ||||||
| Free Cash Flow to Adjusted Net Income Conversion Ratio | 114 | % | 239 | % | ||||
* See Appendix A for a reconciliation of GAAP to non-GAAP measures.
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Our Values
Our core values define our company culture and guide how we operate. These core values are built around Customer centricity, leading Innovation, Respect for all, an embrace of Continuous improvement, and Leadership that is accountable for their actions and results. We use the acronym “CIRCLe” to ensure we have these values top of mind.
Human Capital Resources
Our success depends on our ability to attract, develop and retain a talented employee base. We aspire to help our employees thrive both personally and professionally. As part of these efforts, we strive to embody our core values, offer a competitive compensation and benefits program, foster a culture of engagement, and provide professional development opportunities.
Compensation and Benefits Program
Our compensation programs and practices are designed to attract employees, motivate and reward performance, drive growth and support retention. We offer competitive compensation packages based on market data, which include base salary with annual merit increases and may also include annual cash performance incentives, commissions, overtime opportunities, allowances and, in some countries where these are customary, additional monthly payments. In addition, employees in select senior management roles may receive long-term compensation in the form of equity awards. We regularly review our compensation structure to ensure that we remain competitive, reward top performance, and provide internal equity. In the U.S., our benefits package includes health (medical, dental & vision) insurance, paid time off, paid parental leave, a retirement plan and life and disability coverage. Outside of the U.S., we offer our employees robust benefits based on local regulations and best practices of the countries in which we operate. Globally, we offer an Employee Assistance Program to all employees to support the mental health and well-being of employees and their families.
Culture of Engagement
We are dedicated to building a world-class culture of engagement. Throughout our organization, we continuously work to improve the experience of our employees to ensure that they can do their best work, make a meaningful impact, and advance in their personal and professional growth. We believe that belonging is a cornerstone of an energizing employee culture, and we strive to cultivate a sense of connection, authenticity, and acceptance throughout our Company. We foster strong interpersonal relationships, encourage open communication, and celebrate contributions.
Learning and Development Opportunities
We aim to empower our employees to thrive in their current roles, as well as to support employees’ aspirations to move into different roles. We have a promote-from-within culture with opportunities across our operating companies. We periodically
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assess succession planning for certain key positions and review our workforce to identify high potential employees for future growth and development. We support our employees through a multitude of training and development programs, including training on EBS, individual development plans (which encourage our employees to take charge of their learning and growth opportunities), job rotations, and various management trainings. This commitment to our employees’ professional development reflects both our Continuous Improvement and Leadership core values.
Employee Engagement
We conduct employee engagement surveys to solicit employees’ input and perspectives on our performance. In 2025, we had a 95% participation rate in this survey, with 73% of respondents reporting feeling engaged at work and 80% believing their managers are leading effectively. We use the feedback from these surveys to better understand whether our employees have the tools, resources, training and development opportunities to succeed. These surveys help us benchmark our progress over time and compare our results with companies in our sector. Communication is at the core of our engagement efforts and we host numerous CEO Forums for all employees, to keep our employees informed and to provide opportunities for employees globally to ask questions of senior management.
Community
Our employees have a long history of providing support and care in our communities, donating time, resources, and funds to local causes. In March 2021, we leveraged our expertise in oral health and founded the Envista Smile Project, a 501(c)(3) philanthropic foundation designed to improve the smiles and oral health of disadvantaged communities by supporting increased access to oral care and oral health education. The Envista Smile Project’s mission is to collaborate with dental professionals and Envista employee volunteers to donate products, treatment, and oral health education to communities in need around the world. The Envista Smile Project’s giving strategy focuses on three areas: mission trips, education, and donations to oral health focused, non-profit organizations.
Safe Work Environment
We value the safety of our employees and utilize our bi-annual EHS Risk Assessment tool to increase environmental health and safety (“EHS”) results and engagement. EHS significant sites, such as manufacturing, distribution, research and development sites and large offices, are supported through a combination of on-site and remote EHS professionals. Incident reporting and investigation, auditing, and corporate oversight provide for a collaborative and transparent environment to address and minimize potential gaps.
Sustainability
From the start, Envista has sought to set a high standard of performance on sustainability measures. Our sustainability efforts are led by our senior management and overseen by our Nominating and Governance Committee, along with our Board of Directors. We released our annual Sustainability Report in October 2025 (the “Sustainability Report”). It is designed to provide better transparency regarding our sustainability efforts, and it can be found on our website at https://www.envistaco.com/sustainability. We encourage you to read the Sustainability Report for information regarding our initiatives, including our five areas of sustainability priorities:
•Delivering Quality and Access;
•Safeguarding the Environment;
•Supporting Our People and Community;
•Centering Ethics and Compliance; and
•Practicing Good Governance.
Highlights from the Sustainability Report include:
•Donated $1.9 million in goods and services to increase access to oral care health and education for underserved communities through the Envista Smile Project.
•Completed inaugural Scope 3 GHG emissions inventory to better manage Envista’s environmental footprint.
•Reduced our safety incident rate by 13%.
•Saw strong participation rates and engagement scores as part of Envista’s employee engagement framework.
To manage the reporting process, we formed a cross-functional sustainability steering committee consisting of senior leaders from across Envista. The sustainability steering committee held meetings and reviewed sustainability frameworks, including those published by the Sustainability Accounting Standards Board (SASB), the Global Reporting Initiative (GRI) and the TCFD which helped us develop our framework for the report and identify relevant topics for disclosure and for future action. We are committed to incorporating these issues into our business operations, and to continually evaluate our sustainability issues for future reporting. We look forward to sharing our efforts and progress through subsequent Sustainability Reports.
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In addition to our Sustainability Report, additional information regarding our sustainability initiatives can be found on our website at https://www.envistaco.com/sustainability.
Although we encourage our stockholders to review the information in our Sustainability Report and on our website, the contents of the report and website are not deemed filed with the SEC and are not incorporated by reference into any filing by Envista under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including this Proxy Statement.
Director Nominees
The following table provides summary information about the eight directors nominated for election as directors for terms of one year each:
| Name | Age | Director Since | Principal Occupation | Current Committee Membership | Independent | Other Current Public Company Boards | ||||||||||||||
| Wendy Carruthers | 57 | 2019 | Former Executive Vice President of Human Resources, Boston Scientific Corporation | Compensation (Chairperson) | Yes | — | ||||||||||||||
| Kieran T. Gallahue | 62 | 2019 | Former Chairman and Chief Executive Officer, CareFusion Corporation | Nominating and Governance (Chairperson) | Yes | 1 | ||||||||||||||
| Scott Huennekens (Chairperson) | 61 | 2019 | Former President and Chief Executive Officer, Hyperfine, Inc. | Audit & Nominating and Governance | Yes | 2 | ||||||||||||||
| Vivek Jain | 54 | 2020 | Chairman and Chief Executive Officer, ICU Medical, Inc. | Compensation & Finance | Yes | 1 | ||||||||||||||
| Paul Keel (CEO) | 56 | 2024 | President and Chief Executive Officer, Envista Holdings Corporation | — | No | — | ||||||||||||||
| J. Andrew Pierce | 52 | 2025 | Group President, MedSurg & Neurotechnology, Stryker Corporation | Audit | Yes | — | ||||||||||||||
| Daniel Raskas | 59 | 2019 | Former Senior Vice President, Corporate Development, Danaher Corporation | Finance & Nominating and Governance | Yes | — | ||||||||||||||
| Christine Tsingos | 67 | 2019 | Former Executive Vice President and Chief Financial Officer, Bio-Rad Laboratories, Inc. | Audit (Chairperson), Compensation & Finance | Yes | 1 | ||||||||||||||
Corporate Governance Highlights
Our Board of Directors recognizes that enhancing and protecting long-term value for our stockholders requires a robust framework of corporate governance that serves the best interests of all our stockholders.
Highlights of Our Corporate Governance Framework:
•All directors are elected annually.
•We eliminated the supermajority voting requirements in our Second Amended and Restated Certificate of Incorporation.
•Our Chairperson and CEO positions are separate, with an independent Chairperson.
•All members of our Audit, Compensation, and Nominating and Governance Committees are independent as defined by the New York Stock Exchange (“NYSE”) listing standards and applicable Securities and Exchange Commission (“SEC”) rules.
•Seven out of our eight directors are independent directors.
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•Independent directors meet regularly without management.
•We hold a say-on-pay advisory vote every year.
•We have robust stock ownership requirements for our directors and executive officers.
•We have director orientation and continuing education programs for directors.
•We have no stockholder rights plan.
•Our corporate governance guidelines limit the number of boards of other public companies on which our directors may serve to four.
•We maintain a related person transaction policy with oversight by the Nominating and Governance Committee.
•Two members of the Audit Committee are audit committee financial experts.
•We maintain a sustainability program with oversight by the Nominating and Governance Committee.
•We conduct annual self-assessments to assess in detail the effectiveness of the Board, each of its committees, and our individual directors.
Executive Compensation Highlights
Overview of Executive Compensation Program
The components of our executive compensation program are intended to support our human capital strategy and to further our stockholder interests as follows:
| ELEMENT | FORM OF COMPENSATION | PRIMARY OBJECTIVES | ||||||
| Base Salary | Cash | •Help attract and retain executive talent. •Balance pay-at-risk components by providing a stable source of income that recognizes day-to-day individual contributions. •Recognize day-to-day role and scope of responsibility. | ||||||
| Annual Incentive Compensation | Cash | •Align executives with key near-term strategic and operational initiatives. •Reward performance on key annual financial measures, including core sales growth, profitability and cash flow generation. •Motivate and reward teamwork and individual performance. | ||||||
| Long-Term Incentive Compensation | PSUs Stock Options RSUs | •Drive sustainable performance that delivers value to stockholders over the long-term. •Provide direct alignment to stock price appreciation. •Promote the long-term retention of our executive officers. •Align the interest of the executive with those of the stockholders. •PSUs reward performance on key financial measures, including core sales growth and adjusted EBITDA margin, measured over a three-year period, as modified by relative total stockholder return over a three-year period. | ||||||
| Other Compensation | Employee Benefits Perquisites Severance | •Provide a competitive total compensation package. •Reinforce alignment with stockholder interests through deferrals in Company stock and, also, retention through vesting restrictions (e.g., DCP/ECP). •Support corporate objectives (e.g., relocation and tax equalization benefits). | ||||||
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Compensation Governance Highlights
Our approach to executive compensation reflects a range of practices that promote alignment between the interests of executives and those of stockholders, as illustrated below.
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Proxy Statement
Envista Holdings Corporation
200 S. Kraemer Boulevard, Building E
Brea, CA 92821
2026 Annual Meeting of Stockholders
May 19, 2026
This Proxy Statement is furnished in connection with the solicitation by the Board of Directors (“Board”) of Envista Holdings Corporation, a Delaware corporation (“Envista”), of proxies for use at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) to be held at 7:00 a.m., PT, and at any and all postponements or adjournments thereof. Please note that the Annual Meeting will be a virtual meeting conducted solely online and can be attended by visiting www.virtualshareholdermeeting.com/NVST2026. Envista’s principal address is 200 S. Kraemer Boulevard, Building E, Brea, CA 92821. The date of mailing of this Proxy Statement is on or about April 7, 2026.
Purpose of the Annual Meeting
The purpose of the Annual Meeting is to:
1.Elect the eight director nominees named in this Proxy Statement, each for a one-year term expiring at the 2027 annual meeting of stockholders and until their successors are elected and qualified;
2.Ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2026;
3.Approve on an advisory basis our named executive officer compensation;
4.Select on an advisory basis the future frequency of the stockholder advisory votes on our named executive officer compensation; and
5.Consider and act upon such other business as may properly come before the meeting or any adjournment thereof.
Annual Meeting Admission
If a stockholder would like to virtually attend the Annual Meeting in person, he or she must access www.virtualshareholdermeeting.com/NVST2026 using the control number located on the Notice of Internet Availability of Proxy Materials, or on each proxy card or by following the instructions that accompanied his or her proxy materials.
Outstanding Stock and Voting Rights
In accordance with Envista’s Third Amended and Restated Bylaws, the Board has fixed the close of business on March 23, 2026, as the record date for determining the stockholders entitled to notice of, and to vote at, the Annual Meeting. Only stockholders of record at the close of business on that date will be entitled to vote. The only outstanding securities of Envista entitled to vote at the Annual Meeting are shares of Common Stock, $0.01 par value (“Common Stock”). Each outstanding share of Common Stock entitles the holder to one vote on each directorship and other matter brought before the Annual Meeting. As of the close of business on March 23, 2026, 162,980,850 shares of Common Stock were outstanding, excluding shares held by or for the account of Envista.
Solicitation of Proxies
The proxies being solicited hereby are being solicited by the Board. The total expense of the solicitation will be borne by us, including reimbursement paid to banks, brokerage firms and nominees for their reasonable expenses in forwarding material regarding the Annual Meeting to beneficial owners. Solicitation of proxies may be made personally or by mail, telephone, internet, e-mail or facsimile by officers and other of our management employees, who will receive no additional compensation for their services. We have hired D.F. King & Co., Inc. to help us send out the proxy materials and to solicit proxies for the Annual Meeting at an estimated cost of $15,000 plus reimbursement of certain additional out of pocket expenses.
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Proxy Instructions
Proxies will be voted as specified in the stockholder’s proxy.
If you sign and submit your proxy card with no further instructions, your shares will be voted:
•FOR the election of each of the eight director nominees identified in this Proxy Statement to serve as directors, each for a one-year term expiring at the 2027 Annual Meeting;
•FOR ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2026;
•FOR approval of our named executive officer compensation;
•In favor of holding future advisory votes on our named executive officer compensation EVERY “ONE YEAR”; and
•In the discretion of the proxy holders on any other matter that properly comes before the meeting or any adjournment thereof. The Board has selected Paul Keel and Mark Nance to act as proxies with full power of substitution.
Notice of Internet Availability of Proxy Materials
As permitted by SEC rules, we are making the proxy materials available to our stockholders primarily via the Internet. By doing so, we can reduce the printing and delivery costs and the environmental impact of the Annual Meeting. On April 7, 2026, we mailed a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders. The Notice contains instructions on how to access our proxy materials and how to vote online or by telephone. If you would like to receive a paper copy of the proxy materials, please follow the instructions in the Notice.
Voting Requirements With Respect to Each of the Proposals Described in this Proxy Statement
Quorum. The quorum necessary to conduct business at the Annual Meeting consists of a majority of the issued and outstanding shares of Common Stock entitled to vote at the Annual Meeting as of the record date present in person or represented by proxy. Virtual attendance at our Annual Meeting constitutes presence in person for purposes of quorum at the Annual Meeting. Abstentions, withhold votes, and broker non-votes will be counted as present in determining whether the quorum requirement is satisfied.
Broker Non-Votes. Under NYSE rules, if your broker holds your shares in its name and does not receive voting instructions from you, your broker has discretion to vote those shares on Proposal 2, which is considered a “routine” matter. However, on “non-routine” matters, such as Proposals 1, 3 and 4, your broker must receive voting instructions from you, as it does not have discretionary voting power for these particular items. Therefore, if you are a beneficial owner and do not provide your broker with voting instructions, your shares may constitute broker non-votes with respect to Proposals 1, 3 and 4. Broker non-votes will not affect the required vote with respect to Proposals 1, 3 and 4.
Approval Requirements. If a quorum is present, the vote required under the Company’s Third Amended and Restated Bylaws and the Second Amended and Restated Certificate of Incorporation to approve each of the proposals is as follows:
•With respect to Proposal 1, the election of directors, you may vote “for” or “withhold” authority to vote for any or all of the director nominees. In elections of directors, a nominee is elected by a plurality of the votes cast by the shares entitled to vote, provided that a quorum is present. A “plurality of the votes cast” means that the individuals with the highest number of votes are elected as directors up to the maximum number of directors to be elected. Withhold votes are not considered votes cast for the foregoing purpose.
•With respect to Proposals 2 and 3, the affirmative vote of a majority of the shares of Common Stock represented in person or by proxy and entitled to vote on the proposal is required for approval. For these proposals, abstentions are counted for purposes of determining the minimum number of affirmative votes required for approval and, accordingly, have the effect of a vote against the proposal.
•With respect to Proposal 4, you may vote for a frequency of “every one year,” “every two years” or “every three years,” or you may abstain. The frequency option receiving the most affirmative votes cast in this advisory vote will be considered the frequency recommended by our stockholders. As such, abstentions will have no effect on the outcome of the vote.
Tabulation of Votes. Broadridge Financial Solutions, Inc. will tabulate votes cast by proxy or in person (virtually) at the meeting, and American Election Services, LLC will act as the Independent Inspector of Election. We will report the results in a Current Report on Form 8-K filed with the SEC within four business days of the Annual Meeting.
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Voting Methods
If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are considered the registered holder of those shares. As the registered stockholder, you can ensure your shares are voted at the Annual Meeting by submitting your instructions over the Internet, or if you received printed proxy materials, via the Internet, telephone or by completing, signing, dating and returning the enclosed proxy card in the envelope provided, or by attending the virtual Annual Meeting and voting your shares at the meeting. Telephone and internet voting for registered stockholders will be available 24 hours a day, up until 11:59 p.m., Eastern time on May 18, 2026.
Detailed instructions for Internet voting are set forth on the Notice, proxy card or voting instruction form.
| 8 | Vote your shares at www.proxyvote.com. | |||||||
| ( | Have your Notice of Internet Availability or proxy card in hand for the 16-digit control number needed to vote. | |||||||
Call toll-free number 1-800-690-6903 | ||||||||
| + | Mark, sign, date, and return the enclosed proxy card or voting instruction form in the envelope we have provided or return it to: Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. | |||||||
If you hold your shares through a broker, bank or nominee, rather than registered directly in your name, you are considered the beneficial owner of shares held in street name, and the proxy materials are being forwarded to you by your broker, bank or nominee, together with a voting instruction form. As the beneficial owner, you are entitled to direct the voting of your shares by your intermediary. Brokers, banks and nominees typically offer telephonic or electronic means by which the beneficial owners of shares held by them can submit voting instructions, in addition to the traditional mailed voting instruction forms.
If you previously participated in the Envista Stock Fund through the Envista Holdings Corporation Savings Plan (the “Savings Plan” and a “401(k) Plan”) prior to the Envista Stock Fund no longer being an investment option under the Savings Plan effective November 18, 2025, your proxy will also serve as a voting instruction for Fidelity Management Trust Company (“Fidelity”), the trustee of the Savings Plan, with respect to shares of Common Stock attributable to your Savings Plan account as of the record date. Fidelity will vote your Savings Plan shares as of the record date in the manner directed by you. If Fidelity does not receive voting instructions from you by May 14, 2026, Fidelity will not vote your Savings Plan shares on any of the proposals brought at the Annual Meeting.
Changing Your Vote
Any person giving a proxy pursuant to this solicitation has the power to revoke it at any time before it is voted. It may be revoked by filing with the Secretary of Envista a written notice of revocation or a duly executed proxy bearing a later date, provided such notice or duly executed proxy is received on or before May 18, 2026, or it may be revoked by virtually attending the meeting and voting in person. Please note, however, that if your shares are held of record by a broker, bank or nominee and you wish to revoke your proxy or vote at the meeting, you must follow the instructions provided to you by the record holder and/or obtain from the record holder a proxy issued in your name. Virtual attendance at the meeting will not, by itself, revoke a proxy.
Householding
We are permitted to send a single copy of the Notice and, if applicable, our proxy statement and annual report, to stockholders who share the same last name and address. This procedure is called “householding” and is intended to reduce our printing and postage costs. We will promptly deliver a separate copy of our annual report and proxy statement to you if you contact us at Envista Holdings Corporation, Attn: Investor Relations, 200 S. Kraemer Boulevard, Building E, Brea, CA 92821; call us at 714-817-7000; or email us at IR@envistaco.com. In addition, if you want to receive separate copies of the proxy statement or annual report in the future; if you and another stockholder sharing an address would like to request delivery of a single copy of the proxy statement or annual report at such address in the future; or if you would like to make a permanent election to receive either printed or electronic copies of the proxy materials and annual report in the future, you may contact us at the same address, telephone number or email address. If you hold your shares through a broker or other intermediary and would like additional copies of our proxy statement or annual report or would like to request householding, please contact your broker or other intermediary.
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Beneficial Ownership of Common Stock by Directors, Officers and Principal Stockholders
Directors and Executive Officers
The following table sets forth as of March 23, 2026 (unless otherwise indicated) the number of shares and percentage of Common Stock beneficially owned by each of our directors, nominees for director and each of the executive officers named in the Summary Compensation Table (the “Named Executive Officers”), and all current executive officers and directors as a group. Except as otherwise indicated and subject to community property laws where applicable, each person or entity included in the table below has sole voting and investment power with respect to the shares beneficially owned by that person or entity. Under applicable SEC rules, the definition of beneficial ownership for purposes of this table includes shares over which a person or entity has sole or shared voting or investment power, whether or not the person or entity has any economic interest in the shares, and also includes shares as to which the person has the right to acquire beneficial ownership within 60 days of March 23, 2026. Except as indicated, the address of each director and executive officer shown in the table below is c/o Envista Holdings Corporation, 200 S. Kraemer Boulevard, Building E, Brea, CA 92821.
| Shares of Common Stock beneficially owned | ||||||||||||||
Name of Beneficial Owner | Number of Shares(1) | Percent of Shares(1) | ||||||||||||
| Veronica Acurio | 19,750 | (2) | * | |||||||||||
| Robert Befidi | 46,809 | (3) | * | |||||||||||
| Wendy Carruthers | 40,160 | (4) | * | |||||||||||
| Kieran T. Gallahue | 34,230 | (4) | * | |||||||||||
| Eric Hammes | 53,709 | (5) | * | |||||||||||
| Scott Huennekens | 55,150 | (4) | * | |||||||||||
| Vivek Jain | 33,165 | (4) | * | |||||||||||
| Paul Keel | 792,692 | (6) | * | |||||||||||
| Mark Nance | 204,375 | (7) | * | |||||||||||
| J. Andrew Pierce | — | (4) | * | |||||||||||
| Daniel A. Raskas | 34,230 | (4) | * | |||||||||||
| Christine Tsingos | 40,150 | (4) | * | |||||||||||
| All current directors and executive officers as a group (14 persons) | 1,610,588 | (8) | * | |||||||||||
_________________
* Denotes less than 1% of the outstanding Common Stock on March 23, 2026
(1)Balances credited to each executive officer’s account under the Envista Executive Deferred Incentive Plan (the “EDIP”) (applicable only for Mischa Reis, one of our executive officers), the Envista Excess Contribution Program (the “ECP”) and/or the Envista Deferred Contribution Plan (the “DCP”) which are vested or are scheduled to vest within 60 days of March 23, 2026, are included in the table. See “Employee Benefit Plans—Supplemental Retirement Program” for a description of our ECP and DCP. The incremental number of notional phantom shares of Common Stock credited to a person’s ECP or DCP account is based on the incremental amount of contribution to the person’s ECP or DCP balance divided by the closing price of Common Stock as reported on the NYSE on the date of the contribution. The table also includes shares that may be acquired upon exercise of options that are exercisable within 60 days of March 23, 2026 or upon vesting of Restricted Stock Units (“RSUs”) that vest within 60 days of March 23, 2026.
(2)Includes 11,747 shares of Common Stock held by Ms. Acurio, and options to acquire 8,003 shares.
(3)Includes 22,051 shares of Common Stock held by Mr. Befidi, options to acquire 22,609 shares, and 2,149 shares attributable to Mr. Befidi’s DCP and ECP account.
(4)Includes (i) RSUs that are vested but not released and (ii) RSUs granted to non-employee directors which vest within 60 days of March 23, 2026. For grants before 2022, the underlying shares of vested RSUs will be delivered at the earlier of the director’s death or the first day of the seventh month following the director’s resignation from the Board. RSUs granted in 2022 and after will vest and the underlying shares of Common Stock will be delivered on the first anniversary of the date of grant, unless a compliant Section 409A deferral election is made by the participant. Ms. Tsingos’ total also includes 9,860 shares of Common Stock and Ms. Carruthers’ total also includes 10 shares of Common Stock.
(5)Includes 41,469 shares of Common Stock held by Mr. Hammes, and options to acquire 12,240 shares.
(6)Includes 143,881 shares of Common Stock held by Mr. Keel, options to acquire 570,213 shares, 23,745 RSUs that will vest within 60 days of March 23, 2026, and 54,853 options that will vest within 60 days of March 23, 2026.
(7)Includes 46,271 shares of Common Stock held by Mr. Nance, options to acquire 147,492 shares, and 10,612 shares attributable to Mr. Nance’s DCP and ECP account.
(8)Includes 309,423 shares of Common Stock, options to acquire 951,539 shares, 227,215 RSUs that have vested but are not released until a later date, 23,745 RSUs that will vest within 60 days of March 23, 2026, 54,853 options that will vest within 60 days of March 23, 2026, 29,357 shares attributable to Mr. Reis’ EDIP account, and 14,456 shares attributable to DCP and ECP accounts.
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Principal Stockholders
The following table sets forth the number of shares and percentage of Common Stock beneficially owned by each person who owns of record or is known to us to beneficially own more than five percent of our Common Stock.
| NAME AND ADDRESS | NUMBER OF SHARES BENEFICIALLY OWNED | PERCENT OF CLASS | ||||||||||||||||||
| The Vanguard Group 100 Vanguard Blvd., Malvern, PA 19355 | 17,167,767 | (1) | 10.5% | |||||||||||||||||
| BlackRock, Inc. 50 Hudson Yards, New York, NY 10001 | 15,864,543 | (2) | 9.7% | |||||||||||||||||
| Ariel Investments, LLC 200 E. Randolph Street, Suite 2900, Chicago, IL 60601 | 11,359,999 | (3) | 7.0% | |||||||||||||||||
| Morgan Stanley 1585 Broadway, New York, NY 10036 | 10,129,212 | (4) | 6.2% | |||||||||||||||||
| Dimensional Fund Advisors 6300 Bee Cave Road, Building One, Austin, TX 78746 | 9,170,511 | (5) | 5.6% | |||||||||||||||||
(1)The amount shown and the following information is derived from a Schedule 13G/A filed January 10, 2024 by The Vanguard Group, which sets forth its beneficial ownership as of December 31, 2023. According to the Schedule 13G/A, The Vanguard Group has shared voting power over 59,950 shares, sole dispositive power over 16,929,398 shares and shared dispositive power over 238,369 shares. On a Schedule 13G/A filed on March 26, 2026, The Vanguard Group subsequently reported that, due to an internal realignment, it no longer has, or is deemed to have, beneficial ownership over Company securities beneficially owned by various subsidiaries and/or business divisions of subsidiaries. The Vanguard Group also reported that certain subsidiaries or business divisions that formerly had, or were deemed to have, beneficial ownership with Vanguard, will report beneficial ownership separately (on a disaggregated basis).
(2)The amount shown and the following information is derived from a Schedule 13G/A filed April 17, 2025 by BlackRock, Inc., which sets forth its beneficial ownership as of March 31, 2025. According to the Schedule 13G/A, BlackRock Inc. has sole voting power over 15,399,511 shares and sole dispositive power over 15,864,543 shares.
(3)The amount shown and the following information is derived from a Schedule 13G filed November 12, 2024 by Ariel Investments, LLC, which sets forth its beneficial ownership as of September 30, 2024. According to the Schedule 13G, Ariel Investments, LLC has sole voting power over 10,388,371 shares and sole dispositive power over 11,359,999 shares.
(4)The amount shown and the following information is derived from a Schedule 13G filed November 7, 2025 jointly by Morgan Stanley and Atlanta Capital Management Company, LLC (“Atlanta Capital”), which sets forth their respective beneficial ownership as of September 30, 2025. According to the Schedule 13G, Morgan Stanley has shared voting power over 9,094,952 shares and shared dispositive power over 9,706,708 shares and Atlanta Capital has shared voting power over 8,134,698 shares and shared dispositive power over 8,666,417 shares.
(5)The amount shown and the following information is derived from a Schedule 13G filed July 15, 2025 by Dimensional Fund Advisors LP., which sets forth its beneficial ownership as of June 30, 2025. According to the Schedule 13G, Dimensional Fund Advisors LP. has sole voting power over 8,975,641 shares and sole dispositive power over 9,170,511 shares.
Proposal 1. Election of Directors
Election of Directors
At the Annual Meeting, stockholders will be asked to elect Paul Keel, Wendy Carruthers, Kieran Gallahue, Scott Huennekens, Vivek Jain, J. Andrew Pierce, Daniel Raskas, and Christine Tsingos (who have been recommended by the Nominating and Governance Committee, nominated by the Board and currently serve as directors of Envista) to serve until the 2027 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified.
We have set forth below information as of March 23, 2026 relating to each nominee for election as director, including: his or her principal occupation and any board memberships at other public companies during the past five years; the other experience, qualifications, attributes or skills that led the Board to conclude that he or she should continue to serve as a director of Envista; the year in which he or she became a director; and age. Please see “Corporate Governance – Director Nomination Process” for a further discussion of the Board’s process for nominating Board candidates. Each of the nominees has consented to serve if elected. In the event a nominee declines or is unable to serve, the proxies may be voted in the discretion of the proxy holders for a substitute nominee designated by the Board, or the Board may reduce the number of directors to be elected.
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Director Nominees
| Wendy Carruthers | Director since: 2019 | Other Current Public Company Directorships: None | ||||||||||||
Age: 57 | Independent | Board Committees: Compensation (Chair) | ||||||||||||
Background:
•Boston Scientific Corporation, a publicly traded medical device manufacturer:
◦Executive Vice President of Human Resources from February 2022 until February 2025
◦Senior Vice President of Human Resources from December 2012 until February 2022
◦Various Human Resources roles from 2004 until 2012, including Vice President of Human Resources for Europe, Middle East and Africa
•Fellow of Chartered Institute of Personnel and Development (CIPD)
Director Qualifications:
•Deep knowledge and expertise in the areas of executive compensation and talent management
•Long tenure as the head of the Human Resources function at a Fortune 500 company
•International business background
| Kieran T. Gallahue | Director since: 2019 | Other Current Public Company Directorships: Edwards Lifesciences | ||||||||||||
Age: 62 | Independent | Board Committees: Nominating and Governance (Chair) | ||||||||||||
•CareFusion Corporation, a global medical technology company (publicly traded until its acquisition by Becton, Dickinson and Company in March 2015):
◦Chairman and Chief Executive Officer from 2011 until 2015
•ResMed Inc., a publicly traded medical technology company:
◦Chief Executive Officer from 2008 to 2011
◦President from 2004 to 2011
◦President and Chief Operating Officer, Americas, from 2003 to 2004
•Current Board Member and Audit Committee Member of Edwards Lifesciences Corp., a publicly traded medical device manufacturer.
•Previously Held Public Company Directorships: Arena Pharmaceuticals, Inc., Intersect ENT, Inc. (Chair), CareFusion Corporation (Chair), Volcano Corporation, and ResMed Inc.
•Served on the Board and Executive Committee of Advanced Medical Technology Association (AdvaMed), a medical device trade association
Director Qualifications:
•Public company Chairman and CEO experience
•Extensive experience on other public company boards over the past 18 years brings valuable insights to our Board and governance
•Deep knowledge of the medical device industry and related fields
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| Scott Huennekens | Director since: 2019 | Other Current Public Company Directorships: QuidelOrtho Corporation and NeuroPace, Inc. | ||||||||||||
| (Chairperson) | ||||||||||||||
Age: 61 | Independent | Board Committees: Audit & Nominating and Governance | ||||||||||||
Background:
•President and Chief Executive Officer of Hyperfine, Inc., a publicly traded medical technology company, from July 2022 until October 2022
•President, Chief Executive Officer, and Chairman of Verb Surgical, Inc., a medical equipment manufacturer, from August 2015 to January 2019
•President and Chief Executive Officer of Volcano Corporation, a medical device company (publicly traded until its acquisition by Royal Philips in 2015), from 2002 until February 2015
•Current Board Member and Compensation Committee Member of QuidelOrtho Corporation, a publicly traded global provider of diagnostic solutions
•Current Board Member and Audit Committee Member of NeuroPace, Inc., a publicly traded medical device company
•Previously Held Public Company Directorships: NuVasive, Inc., Hyperfine, Inc. (Chair), Acutus Medical, Inc. (Chair), ViewRay, Inc., Reva Medical Inc., EndoChoice Holdings, Volcano Corporation, and Bellerophon Therapeutics Inc.
Director Qualifications:
•Public company Chairman and CEO experience
•Extensive background and leadership in the medical device field
•Expertise and leadership through many public company board directorships
| Vivek Jain | Director since: 2020 | Other Current Public Company Directorships: ICU Medical, Inc. | ||||||||||||
Age: 54 | Independent | Board Committees: Compensation & Finance | ||||||||||||
Background:
•Chairman and Chief Executive Officer of ICU Medical, Inc., a publicly traded global medical technology company specializing in infusion therapy, since February 2014
•CareFusion Corporation, a global medical technology company (publicly traded until its acquisition by Becton, Dickinson and Company in March 2015):
◦President of Procedural Solutions from 2011 to February 2014
◦President, Medical Technologies and Services, from September 2009 to 2011
•Executive Vice President-Strategy and Corporate Development of Cardinal Health, Inc., a publicly traded health care services company, from June 2007 until August 2009
•Senior Vice President, Business Development and M&A for the Philips Medical Systems business of Koninklijke Philips Electronics N.V., a publicly traded electronics company, from 2006 to August 2007
•Investment banker at J.P. Morgan Securities, Inc., an investment banking firm, from 1994 to 2006. Mr. Jain’s last position with J.P. Morgan was as Co-Head of Global Healthcare Investment Banking from 2002 to 2006.
Director Qualifications:
•Sitting public company Chairman and CEO
•Extensive background in medical technology and healthcare
•Deep finance and investment expertise
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| Paul Keel | Director since: 2024 | Other Current Public Company Directorships: None | ||||||||||||
Age: 56 | Board Committees: None | |||||||||||||
Background:
•President and Chief Executive Officer of the Company since May 2024
•Chief Executive Officer of Smiths Group plc, a global technology company and FTSE constituent, from May 2021 to March 2024
•3M Company, a publicly traded multinational conglomerate:
◦Group President, Consumer Business Group, March 2019 to August 2020
◦President, 3M Medical Solutions
◦President, 3M Unitek/3M Oral Care
◦Various senior leadership positions from 2004 through August 2020
Director Qualifications:
•Public company CEO experience
•Extensive experience in senior leadership positions at global companies
•Deep operational experience in the medical and oral care markets
| J. Andrew Pierce | Director since: 2025 | Other Current Public Company Directorships: None | ||||||||||||
Age: 52 | Independent | Board Committees: Audit | ||||||||||||
Background:
•Stryker Corporation, a publicly traded global medical technology company:
◦Group President, MedSurg & Neurotechnology, since August 2019
◦Group President, MedSurg from 2018 to 2019
◦President, Endoscopy from 2013 to 2018
◦Vice President and General Manager, Surgical and Neuro Spine ENT from 2011 to 2013
◦Vice President and General Manager, Surgical from 2009 to 2011
◦Vice President and General Manager, Stryker Craniomaxillofacial from 2008 to 2009
◦Various other leadership roles within Stryker from 1996
Director Qualifications:
•Deep knowledge of the medical technology industry
•Substantial portfolio management experience
•Long tenure at a Top 25 healthcare and Fortune 500 company
| Daniel A. Raskas | Director since: 2019 | Other Current Public Company Directorships: None | ||||||||||||
Age: 59 | Independent | Board Committees: Finance & Nominating and Governance | ||||||||||||
Background:
•Danaher Corporation, a publicly traded global life sciences and diagnostics company:
◦Senior Vice President, Corporate Development from 2010 to April 2025
◦Vice President, Corporate Development from 2004 to 2010
•Managing Director for Thayer Capital Partners, a private equity investment firm, prior to joining Danaher
•Co-Founder of W50 LLC, a strategy and M&A consulting company
Director Qualifications:
•Deep experience in strategy, acquisitions and capital allocation
•Long tenure in a senior leadership role at a Fortune 500 company
•Expertise with the Danaher Business System, upon which EBS is based
15
| Christine Tsingos | Director since: 2019 | Other Current Public Company Directorships: Varex Imaging Corporation | ||||||||||||
Age: 67 | Independent | Board Committees: Audit (Chair), Compensation & Finance | ||||||||||||
Background:
•Executive Vice President and Chief Financial Officer of Bio-Rad Laboratories, Inc., a publicly traded manufacturer of life science research and clinical diagnostics products, from 2002 to May 2019
•Prior to 2002, Ms. Tsingos held executive positions at Autodesk, Inc., The Cooper Companies, Inc. and Attest Systems, Inc.
•Board member, Audit Committee Chair, and Compensation Committee member of Varex Imaging Corporation, a publicly traded X-ray imaging systems company
•Previously Held Public Company Directorships: Onto Innovation Inc. (Audit Committee Chair and member of the Compensation Committee) and Telesis Bio Inc. (Audit Committee Chair)
Director Qualifications:
•Over 25 years of public company experience with deep finance and accounting leadership
•Expertise in finance, operations, and financial reporting matters
•Substantial public company audit committee chair experience
The Board of Directors recommends that stockholders vote “FOR” the election to the Board of each of the foregoing Director Nominees. | |||||||||||
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Board Composition
The below charts reflect information for all director nominees (8 directors).
| Summary of Director Qualifications and Experiences | ||||||||||||||||||||||||||||||||
| Senior Leadership | 8 | |||||||||||||||||||||||||||||||
| MedTech | 8 | |||||||||||||||||||||||||||||||
| Finance | 7 | |||||||||||||||||||||||||||||||
| International Operating Experience | 7 | |||||||||||||||||||||||||||||||
| Other Public Company Board | 4 | |||||||||||||||||||||||||||||||
| Innovation | 5 | |||||||||||||||||||||||||||||||
| Digital/Tech Leadership | 3 | |||||||||||||||||||||||||||||||
| Portfolio Management | 7 | |||||||||||||||||||||||||||||||
| Operational Excellence | 6 | |||||||||||||||||||||||||||||||
| Cybersecurity | 2 | |||||||||||||||||||||||||||||||
| Human Resources and Compensation | 3 | |||||||||||||||||||||||||||||||
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Independence and Diversity
18
Corporate Governance
Corporate Governance Overview
Our Board of Directors recognizes that enhancing and protecting long-term value for our stockholders requires a robust framework of corporate governance that serves the best interests of all our stockholders.
Highlights of Our Corporate Governance Framework:
•All directors are elected annually.
•We eliminated the supermajority voting requirements in our Second Amended and Restated Certificate of Incorporation.
•Our Chairperson and CEO positions are separate, with an independent Chairperson.
•All members of our Audit, Compensation, and Nominating and Governance Committees are independent as defined by the NYSE listing standards and applicable SEC rules.
•Seven out of our eight directors are independent directors.
•Independent directors meet regularly without management.
•We hold a say-on-pay advisory vote every year.
•We have robust stock ownership requirements for our directors and executive officers.
•We have director orientation and continuing education programs for directors.
•We have no stockholder rights plan.
•Our corporate governance guidelines limit the number of boards of other public companies on which our directors may serve to four.
•We maintain a related person transaction policy with oversight by the Nominating and Governance Committee.
•Two members of the Audit Committee are audit committee financial experts.
•We maintain a sustainability program with oversight by the Nominating and Governance Committee.
•We conduct annual self-assessments to assess in detail the effectiveness of the Board, each of its committees, and our individual directors.
Corporate Governance Guidelines, Committee Charters and Code of Conduct
As part of its ongoing commitment to good corporate governance, our Board of Directors has codified its corporate governance practices into a set of Corporate Governance Guidelines and adopted written charters for each of the Audit Committee, the Compensation Committee, the Nominating and Governance Committee, and the Finance Committee of the Board. The Board of Directors has also adopted our Code of Conduct that includes, among others, a code of business conduct and ethics for directors, officers (including our principal executive officer, principal financial officer and principal accounting officer) and employees. The Corporate Governance Guidelines, Audit Committee Charter, Compensation Committee Charter, Nominating and Governance Committee Charter, and Code of Conduct referenced above are each available in the “Investors – Governance” section of our website at http://www.envistaco.com.
Board Leadership Structure
The Board has separated the positions of Chairperson and CEO because it believes that the separation of the positions best enables the Board to ensure that our businesses, risks, opportunities and affairs are managed effectively and in the best interests of our stockholders.
The entire Board selects its Chairperson, and our Board has selected Scott Huennekens, an independent director, as its Chairperson in light of Mr. Huennekens’ independence and his deep experience and knowledge with corporate governance, board management, stockholder engagement, risk management and extensive background in the medical device field.
As the independent Chairperson of the Board, Mr. Huennekens leads the activities of the Board, including:
•Calling and presiding at all meetings of the Board;
•Together with the CEO and the Corporate Secretary, setting the agenda for the Board;
•Calling and presiding at the executive sessions of non-management directors and of the independent directors;
•Advising the CEO on strategic aspects of the Company’s business, including developments and decisions that are to be discussed with, or would be of interest to, the Board;
•Acting as a liaison as necessary between the non-management directors and the management of the Company; and
•Acting as a liaison as necessary between the Board and the Committees of the Board.
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In the event that the Chairperson of the Board is not an independent director, the Corporate Governance Guidelines provide that the independent directors, upon recommendation from the Nominating and Governance Committee, will select by majority vote an independent director to serve as the Lead Independent Director with the authority to:
•Preside at all meetings of the Board at which the Chairperson is not present, including the executive sessions;
•Call meetings of the independent directors;
•Act as a liaison as necessary between the independent directors and the CEO; and
•Advise with respect to the Board’s agenda.
The Board’s non-management directors meet in executive session following the Board’s regularly-scheduled meetings. In addition, the independent directors meet as a group in executive session at least once a year. The executive sessions of non-management directors and the executive sessions of independent directors are each chaired by the independent Chairperson.
Risk Oversight
Our management has day-to-day responsibility for assessing and managing our risk exposure and the Board and its committees oversee those efforts, with particular emphasis on the most significant risks facing us. Each committee reports to the full Board on a regular basis, including as appropriate with respect to the committee’s risk oversight activities. Since risk issues often overlap, committees from time to time request that the full Board discuss particular risks.
In determining to separate the position of the CEO and the Chairperson, and in determining the appointment of the Chairperson of the Board and the Chairs of the Committees, the Board and the Nominating and Governance Committee considered the implementation of a governance structure and appointment of chairpersons with appropriate and relevant risk management experience that would enable the Company to efficiently and effectively assess and oversee its risks.
| BOARD/COMMITTEE | PRIMARY AREAS OF RISK OVERSIGHT | ||||
| Full Board | Risks associated with our strategic plan, acquisition and capital allocation program, capital structure, liquidity, organizational structure and other significant risks, and overall risk assessment and risk management policies. | ||||
| Audit Committee | Major financial risk exposures, significant legal, compliance, reputational and cybersecurity risks and overall risk assessment and risk management policies. | ||||
| Compensation Committee | Risks associated with compensation policies and practices, including incentive compensation. | ||||
| Nominating and Governance Committee | Risks related to corporate governance, effectiveness of Board and committee oversight and review of director candidates, conflicts of interest, director independence, related person transactions, and the Company’s sustainability program and strategy. | ||||
| Finance Committee | Risks associated with the execution of the Company’s acquisition, investment, divestiture and capital structure strategies. | ||||
Enterprise Risk Oversight by the Board
The Board oversees the Company’s risk management processes directly and through its committees. In general, the Board oversees the management of risks inherent in the operation of the Company’s businesses, the implementation of its strategic plan, its acquisition and capital allocation program, its capital structure and liquidity and its organizational structure, and also oversees the Company’s risk assessment and risk management policies. In addition, at least on an annual basis or more frequently as deemed appropriate by the Board, the Board reviews with senior leaders of the Company, the Company’s enterprise risk management, with particular focus on the enterprise risks and opportunities with the greatest impact and highest probability. Furthermore, at least on an annual basis or more frequently as deemed appropriate by the Board, the Board reviews with the General Counsel our insurance policies, including our D&O insurance policy, general liability policy, and our cyber liability insurance policy.
Portfolio and Operating Segment Risk Oversight by the Board
At each Board meeting, the Board oversees the Company’s performance and execution against the strategic goals for the Company’s operating segments, overall portfolio, and innovation, including overseeing the corresponding management of risks and opportunities. Furthermore, the Finance Committee meets with management to assess acquisition and other corporate development strategies as appropriate.
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Human Capital Oversight by the Board
The Board is actively engaged in overseeing the Company’s people and culture strategy and reviews human capital matters, including periodic updates on succession planning, leadership development, talent acquisition and retention, employee engagement, total rewards, and culture of the Company, among other topics. The Compensation Committee oversees our executive and equity compensation programs. We evaluate and manage risks relating to our human capital strategy as part of our enterprise risk management program. See page 3 for more information on our human capital resources and culture.
Cybersecurity Risk Oversight
The Board has delegated to the Audit Committee the responsibility of exercising oversight with respect to our cybersecurity risk management and risk controls. Our Chief Information Officer provides periodic reports to the Audit Committee regarding our cybersecurity program, including our information risk management and oversight, security education and training, cyber threat detection and response processes, relevant internal and industry cybersecurity attacks, and updates on emerging technologies, including artificial intelligence. The Board also receives a report on cybersecurity issues and governance at least annually, with periodic updates as needed. Board members receive periodic presentations on cybersecurity topics from our Chief Information Officer and external experts as part of the Board’s continuing education on topics that impact public companies.
To date, no attempted cyberattack or other attempted intrusion on our information technology networks has resulted in a material adverse impact on our business strategy, results of operations, or financial condition. In the event of an attack or other intrusion in the future, we have a response team of internal and external resources engaged and prepared to respond. We also maintain cyber liability insurance to help mitigate potential liabilities resulting from cyber issues.
Compliance Risk Oversight
The Board has delegated to the Audit Committee the responsibility of exercising oversight with respect to the Company’s compliance program and Code of Conduct. Consistent with such delegation, our Chief Compliance Officer provides periodic reports to the Audit Committee regarding the Company’s compliance program, including updates on complaints and questions received through the Company’s Speak Up! hotline and progress on the Company’s annual compliance training. Our Chief Compliance Officer reports directly to our General Counsel. In administering our Code of Conduct, our Chief Compliance Officer and compliance team work closely with other corporate functions, including legal, human resources, internal audit and finance, to ensure and monitor compliance. We evaluate and manage risks relating to compliance as part of our enterprise risk management program.
Sustainability Risk Oversight
The Board has delegated to the Nominating and Governance Committee the responsibility of exercising oversight with respect to the Company’s sustainability strategy and reporting. Consistent with such delegation, management provides periodic reports and updates to the Nominating and Governance Committee regarding the Company’s sustainability program and strategies, including the corresponding risks and opportunities, goals, progress, stockholder engagement and disclosure. Additionally, the Audit Committee oversees the internal controls for the Company’s sustainability reporting. We evaluate and manage risks relating to sustainability issues, including climate-related risks, as part of our enterprise risk management program. See page 4 for further discussion on our Sustainability program.
Enterprise Risk Management Committee
The Company’s Enterprise Risk Management (“ERM”) Committee (consisting of members of senior management) leads the Company’s enterprise risk management program. The ERM Committee inventories, assesses and prioritizes the most significant risks facing the Company as well as related mitigation efforts. The ERM Committee periodically updates the Audit Committee on its processes and reports its findings to the Board at least once a year.
Disclosure Committee
Our disclosure controls and procedures are part of, and therefore are uniformly aligned with, our risk oversight process. The Company’s Disclosure Committee (consisting of members of senior management) is responsible for maintaining and monitoring our disclosure controls and procedures. In compliance with Rule 13a-15(b) of the Exchange Act and Item 307 of Regulation S-K, each quarter our Disclosure Committee evaluates, with the participation of our principal executive officer and principal financial officer, the effectiveness of our disclosure controls and procedures as of the end of the period and discloses in our periodic reports management's conclusions regarding the effectiveness of our disclosure controls and procedures. Prior to such public disclosure, those evaluations and conclusions are discussed with the Audit Committee in connection with its review of our annual and quarterly reports, including our financial and risk disclosures contained in those reports, enabling the Board and its committees to provide effective risk oversight.
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Director Independence
The Board has determined that Mses. Carruthers and Tsingos and Messrs. Gallahue, Huennekens, Jain, Pierce, and Raskas are independent directors under the applicable rules of the NYSE. Mr. Huennekens serves as independent Chairperson of the Board.
The Board assesses on a regular basis, and at least annually, the independence of directors and, based on the recommendation of the Nominating and Governance Committee, makes a determination as to which members are independent.
Board of Directors and Committees of the Board
Director Attendance. The Board met six times during 2025. All directors attended at least 75% of the aggregate total number of meetings of the Board and of all committees of the Board on which they served during 2025. The Board expects, as a general matter, that its members will attend the Annual Meeting and all of the directors then serving attended the 2025 Annual Meeting.
Committee Membership. The membership of each of the Audit, Compensation, Nominating and Governance, and Finance committees as of March 23, 2026 is set forth below.
| NAME OF DIRECTOR | AUDIT | COMPENSATION | NOMINATING AND GOVERNANCE | FINANCE | ||||||||||
| Wendy Carruthers | Chair | |||||||||||||
| Kieran T. Gallahue | Chair | |||||||||||||
| Scott Huennekens | Member | Member | ||||||||||||
| Vivek Jain | Member | Member | ||||||||||||
| Paul Keel | ||||||||||||||
| J. Andrew Pierce | Member | |||||||||||||
| Daniel A. Raskas | Member | Member | ||||||||||||
| Christine Tsingos | Chair | Member | Member | |||||||||||
Audit Committee. The Audit Committee met eight times during 2025. The Audit Committee meets at least quarterly and assists the Board in overseeing:
•the quality and integrity of our financial statements;
•the effectiveness of our internal control over financial reporting;
•the qualifications, independence and performance of our independent auditors;
•the performance of our internal audit function and head of internal audit;
•our compliance with legal and regulatory requirements; and
•the risks described above under “Risk Oversight.”
The Audit Committee is governed by a charter that complies with the rules of the NYSE. A copy of the Audit Committee Charter is available on the “Investors – Governance” section of our website at http://www.envistaco.com.
The Audit Committee relies on the expertise and knowledge of management, the internal auditor, and the independent auditor in carrying out its oversight responsibilities. Management is responsible for the preparation, presentation, and integrity of our financial statements, accounting and financial reporting principles, internal control over financial reporting, and disclosure controls and procedures designed to ensure compliance with accounting standards, applicable laws, and regulations. Management is also responsible for objectively reviewing and evaluating the adequacy, effectiveness, and quality of our system of internal control over financial reporting. Our independent auditor, Ernst & Young LLP, is responsible for performing an independent audit of our financial statements and expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States.
The Audit Committee also prepares a report of the Audit Committee as required by the SEC to be included in this Proxy Statement. The Audit Committee typically meets in executive session, without the presence of management, at each regularly scheduled meeting, and reports to the Board on its actions and recommendations at each regularly scheduled Board meeting.
The Board has determined that Mr. Huennekens and Ms. Tsingos are “audit committee financial experts” for purposes of the rules of the SEC and all members of the Audit Committee are “financially literate” within the meaning of the NYSE listing standards. In addition, the Board has determined that each of the members of the Audit Committee is independent, as defined by the rules of the NYSE and Section 10A(m)(3) of the Exchange Act.
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Compensation Committee. The Compensation Committee met six times during 2025. The Compensation Committee discharges the Board’s responsibilities relating to the compensation of our executive officers, including setting goals and objectives for, evaluating the performance of, and approving the compensation paid to, our executive officers. The Compensation Committee also:
•reviews and discusses with management the Compensation Discussion and Analysis (“CD&A”) and recommends to the Board the inclusion of the CD&A in the annual meeting proxy statement;
•reviews and makes recommendations to the Board with respect to the adoption, amendment and termination of all executive incentive compensation plans and all equity compensation plans, and exercises all authority of the Board (and all responsibilities assigned by such plans to the Committee) with respect to the oversight and administration of such plans;
•reviews and considers the results of stockholder advisory votes on our executive compensation, and makes recommendations to the Board regarding the frequency of such advisory votes;
•reviews and makes recommendations to the Board regarding non-management director compensation;
•monitors compliance by directors and executive officers with our stock ownership requirements;
•assists the Board in overseeing the risks described above under “Risk Oversight”;
•prepares the report of the Compensation Committee required by the SEC to be included in the annual meeting proxy statement; and
•considers factors relating to independence and conflicts of interests in connection with the compensation consultants that provide advice to the Compensation Committee.
The Compensation Committee is governed by a charter that complies with the rules of the NYSE. A copy of the Compensation Committee Charter is available on the “Investors – Governance” section of our website at http://www.envistaco.com. Each member of the Compensation Committee is a “non-employee director” for purposes of Rule 16b-3 under the Exchange Act and, based on the determination of the Board, independent under the NYSE listing standards and under Rule 10C-1 under the Exchange Act. The Committee typically meets in executive session, without the presence of management, at its regularly scheduled meetings. Under the terms of its charter, the Compensation Committee has the authority to form, and delegate authority to, such standing and ad-hoc subcommittees as it determines necessary or desirable. The Compensation Committee Charter also provides that, to the extent permitted by applicable law and the provisions of a given equity-based plan, and consistent with the requirements of applicable law and such equity-based plan, the Compensation Committee may delegate to one or more executive officers of the Company, or a sub-committee of the Compensation Committee formed for such purpose, the power to make grants and awards (other than grants and awards to any Company director or any officer subject to Section 16 of the Exchange Act) pursuant to such equity-based plan to employees of the Company or any subsidiary of the Company.
Management Role in Supporting the Compensation Committee. Our Chief Executive Officer, Chief Human Resources Officer, Vice President-Total Rewards, and Assistant General Counsel generally attend the Compensation Committee meetings. In particular, our CEO:
•provides background regarding the interrelationship between our business objectives and executive compensation matters and advises on the alignment of incentive plan performance measures with our overall strategy;
•participates in the Committee’s discussions regarding the performance and compensation of the other executive officers and provides recommendations to the Committee regarding all significant elements of compensation paid to such officers, their annual, personal performance objectives and his evaluation of their performance (the Committee gives considerable weight to our CEO’s evaluation of and recommendations with respect to the other executive officers because of his direct knowledge of each such officer’s performance and contributions); and
•provides feedback regarding the companies that he believes we compete with in the marketplace and for executive talent.
Our human resources and legal departments also assist the Committee Chair in scheduling and setting the agendas for the Committee’s meetings, prepare meeting materials and provide the Committee with data relating to executive compensation as requested by the Committee.
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Independent Compensation Consultant. Under the terms of its charter, the Compensation Committee has the authority to engage the services of outside advisors and experts to assist the Compensation Committee. Following the assessment and determination of Frederic W. Cook & Co, Inc.’s (“FW Cook”) independence from management, the Compensation Committee engaged FW Cook as the Compensation Committee’s independent compensation consultant. The Compensation Committee has the sole discretion and authority to select, retain and terminate FW Cook as well as to approve any fees, terms and other conditions of its service. FW Cook reports directly to the Compensation Committee and takes its direction solely from the Compensation Committee. FW Cook’s primary responsibilities in 2025 were to review and recommend the Company’s peer group for purposes of evaluating our compensation decisions for our executive officers and non-employee directors; provide advice and data regarding the structuring of the executive compensation programs and the compensation levels for our executive officers; assess the Company’s executive officer and non-employee director compensation program in the context of market practice and corporate governance best practices; and advise the Compensation Committee regarding our proposed executive compensation public disclosures. In the course of discharging its responsibilities, FW Cook may from time to time and with the Compensation Committee’s consent, request from management certain information regarding compensation amounts and practices, the interrelationship between our business objectives and executive compensation matters, the nature of our executive officer responsibilities and other business information. FW Cook does not provide any other services to us or our management and the Compensation Committee is not aware of any work performed by FW Cook that raises any conflicts of interest.
Compensation Committee Interlocks and Insider Participation. The Compensation Committee is composed of the directors listed as signatories to the Compensation Committee Report, beginning on page 44. During 2025, none of the members of the Compensation Committee was a current or former officer or employee of Envista. No executive officer of Envista served on the compensation committee (or other board committee performing equivalent functions) or on the board of directors of any entity having an executive officer who served on the Compensation Committee. No executive officer of Envista served as a member of the compensation committee (or other board committee performing equivalent functions) of any entity having an executive officer who served on the Board.
Nominating and Governance Committee. The Nominating and Governance Committee met four times during 2025. The Nominating and Governance Committee:
•assists the Board in identifying individuals qualified to become Board members, and makes recommendations to the Board regarding all nominees for Board membership;
•makes recommendations to the Board regarding the size and composition of the Board and its Committees;
•makes recommendations to the Board regarding matters of corporate governance and oversees the operation of our Corporate Governance Guidelines and Related Person Transactions Policy;
•develops and oversees the annual self-assessment process for the Board and its Committees;
•assists the Board in CEO succession planning;
•oversees the Company’s corporate social responsibility and sustainability program and strategies, including the corresponding risks and opportunities, goals, progress, stockholder engagement and disclosure;
•assists the Board in overseeing the risks described above under “Risk Oversight”; and
•oversees the orientation process for newly elected members of the Board and continuing director education.
The Nominating and Governance Committee is governed by a charter that complies with the rules of the NYSE. A copy of the Nominating and Governance Committee Charter is available on the “Investors – Governance” section of our website at http://www.envistaco.com. The Board has determined that each member of the Nominating and Governance Committee is independent within the meaning of the NYSE listing standards. The Nominating and Governance Committee typically meets in executive session, without the presence of management, at each regularly scheduled meeting, and reports to the Board on its actions and recommendations at each regularly scheduled Board meeting.
Finance Committee. The Finance Committee met one time during 2025. The Finance Committee meets as needed to support the Board. As requested by the Board, the Finance Committee:
•reviews proposed mergers, acquisitions, divestitures, joint ventures, and other strategic investments, and the financial implications of such proposed transactions, in accordance with the delegation of authority thresholds established by the Board;
•reviews any proposed financing for any of the above transactions;
•monitors the financial performance of transactions completed by the Company as it deems advisable;
•reviews the Company’s capital structure and provides advice and guidance on such structure;
•reviews any proposed issuance or guarantee of securities by the Company and its subsidiaries, and the offering terms of such securities and guarantees;
•reviews any proposed changes to the Company’s debt structure, including, without limitation, reviewing entry into and status of the Company’s credit facilities and other debt financing;
•reviews proposed dividend policies and programs for the repurchase of capital stock of the Company;
•undertakes such other matters as may be referred to it by the Board; and
•makes recommendations with respect to any of the above items to the Board for its approval of such transactions.
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Director Nomination Process
The Nominating and Governance Committee recommends to the Board director candidates for nomination and election at the annual meeting of stockholders and, in the event of vacancies between annual meetings, for appointment to fill such vacancies. Mses. Carruthers and Tsingos and Messrs. Huennekens and Raskas were originally identified, nominated and elected by Danaher prior to our initial public offering and separation from Danaher.
Board Membership Criteria. In assessing the candidates for recommendation to the Board as director nominees, the Nominating and Governance Committee will evaluate such candidates against the standards and qualifications set out in our Corporate Governance Guidelines, including:
•Personal and professional integrity and character;
•Prominence and reputation in the candidate’s profession;
•Skills, knowledge and expertise (including business or other relevant experience) useful and appropriate to the effective oversight of our business;
•The extent to which the interplay of the candidate’s skills, knowledge, experience and background with that of the other Board members will help build a Board that is effective in collectively meeting our strategic needs and serving the long-term interests of our stockholders;
•The capacity and desire to represent the interests of the stockholders as a whole; and
•Availability to devote sufficient time to our affairs.
The Nominating and Governance Committee annually reviews with the Board the skills, knowledge, experience, background and attributes required of Board nominees, considering current Board composition and the Company’s circumstances. In making its recommendations to our Board, the Nominating and Governance Committee considers the required standards and qualifications noted above, as well as, among others, the following skills, knowledge, experience, background and attributes:
•Independence;
•Global experience and international exposure, especially with respect to key growth areas;
•Technology experience, including software and cybersecurity;
•Mergers and acquisition experience;
•Competitive strategy and marketing experience;
•Leadership, including operating experience as CEO or COO;
•Financial literacy or public accounting experience;
•Public company board experience; and
•Capital markets and corporate finance experience.
The Nominating and Governance Committee takes into account a candidate’s ability to contribute to the diversity of perspective and analysis from the Board and, as such, believes it is important to consider attributes such as race, ethnicity, gender, age, education, cultural experience, and professional experience in evaluating candidates who may be able to contribute to the diverse perspective and practical insight of the Board as a whole. The Board does not make any particular weighting of diversity or any other characteristic in evaluating nominees and directors.
Board Selection Process. When we recruit a director candidate, either a search firm engaged by the Nominating and Governance Committee or a member of the Board will contact the prospect to assess interest and availability. The candidate will interview with several members of the Board and at the same time, the Nominating and Governance Committee with the support of a search firm (if appropriate) will conduct such further inquiries as the Nominating and Governance Committee deems appropriate, including a background check. The Nominating and Governance Committee will make a recommendation to appoint a candidate to the Board and then the Board will vote on such recommendation.
Stockholder Recommendations. Stockholders may recommend a director nominee to the Nominating and Governance Committee. A stockholder who wishes to recommend a prospective nominee for the Board should notify the Nominating and Governance Committee in writing using the procedures described below under “Stockholder Engagement—Communications with the Board of Directors” with whatever supporting material the stockholder considers appropriate. If a prospective nominee has been identified other than in connection with a director search process initiated by the Nominating and Governance Committee, the Nominating and Governance Committee makes an initial determination as to whether to conduct a full evaluation of the candidate. The Nominating and Governance Committee’s determination of whether to conduct a full evaluation is based primarily on the Nominating and Governance Committee’s view as to whether a new or additional Board member is necessary or appropriate at such time, and the likelihood that the prospective nominee can satisfy the evaluation factors described above under “—Board Membership Criteria” and any such other factors as the Nominating and Governance Committee may deem appropriate. The Nominating and Governance Committee takes into account whatever information is provided to it with the recommendation of the prospective candidate and any additional inquiries the Nominating and Governance Committee may in its discretion conduct or have conducted with respect to such prospective nominee. The Nominating and Governance Committee evaluates director nominees using the same criteria whether a stockholder or the Board has recommended the candidate.
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Stockholder Engagement
We recognize the value of and are committed to engaging with our stockholders. We believe strong corporate governance includes proactive outreach and engagement with our stockholders on a regular basis throughout the year to better understand the issues that are important to them and relay stockholder feedback to our Board to inform their decision making. This enables us to meaningfully and effectively address these matters and to drive improvements in our policies, communications, and other areas. As part of our regular stockholder engagement program, our senior leadership team engages with investors on a variety of topics in a number of forums, including in quarterly earnings calls, investor and industry conferences, analyst meetings and individual corporate governance, executive compensation, and sustainability discussions with stockholders.
Communications with the Board of Directors. Stockholders and other parties interested in communicating directly with the Board or with individual directors, the independent Chairperson of the Board or, if the Chairperson is not independent, the Lead Independent Director, or the non-management directors or independent directors as a group may do so by addressing communications to the Board of Directors, to the specified individual director or to the non-management or independent directors, as applicable, c/o Corporate Secretary, Envista Holdings Corporation, 200 S. Kraemer Boulevard, Building E, Brea, CA 92821.
Executive Officers of the Company
In addition to Mr. Keel, our current executive officers include Veronica Acurio, Robert Befidi, Eric Hammes, Mark E. Nance, Stefan Nilsson, and Mischa M. Reis. Information concerning our executive officers, other than Mr. Keel, whose information can be found under “Proposal 1 — Election of Directors” above, follows. There are no family relationships among our director nominees or executive officers.
Veronica Acurio, age 56, joined Envista in August 2024 and is our President, Orthodontics. Prior to that, Ms. Acurio served as Senior Vice President, Medical Solution Division of Solventum Corporation from April 2024 to August 2024. Prior to that, she served as President of 3M’s $5 billion Medical Solutions Division from October 2022 to March 2024 and as SVP of 3M Health Care in the Greater China region from January 2020 to October 2022. Prior to that, she held various commercial, operational, and business leadership roles around the world including Managing Director of 3M Taiwan, VP Business Development of 3M Health Care for Latin America, and Global Business Director of 3M Oral Care Division’s Restorative business.
Robert Befidi, age 52, joined Envista in August 2023 and is our President, Diagnostics. Prior to that, Mr. Befidi served as President of 3M Company’s Separation and Purification Sciences Division, a global filtration technology leader from January 2020 to August 2023 and as Vice President, Global Solutions of 3M’s Medical Solutions Division from November 2018 to January 2020. Prior to that, Mr. Befidi held several senior executive roles in the 3M Health Care Business Group, including leading Global Marketing, Strategy, M&A, and Data Security & Compliance. Prior to joining 3M, Mr. Befidi worked in private equity, consulting, tech, investment banking research, healthcare, and insurance.
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Eric Hammes, age 51, joined Envista in July 2024 and is our Senior Vice President and Chief Financial Officer. Prior to that, Mr. Hammes served as Vice President, Corporate Financial Planning & Analysis of Rockwell Automation, a global industrial automation company from August 2023 to July 2024. Prior to that, Mr. Hammes served at 3M Company as Executive Vice President, Chief Country Governance and Services Officer from January 2022 to May 2023, Executive Vice President, Enterprise Operations from April 2019 to December 2021, Executive Vice President, Business Transformation & IT from June 2017 to April 2019, and Senior Vice President, Controller and Chief Accounting Officer from April 2014 to April 2017. Mr. Hammes joined 3M in 1997 and held various financial and leadership roles including CFO of 3M Health Care Business Group, Director Finance of 3M Orthodontic Products Division, and Senior Vice President, International Finance.
Mark E. Nance, age 58, has served as our Senior Vice President, General Counsel and Secretary since September 2019. Prior to that, Mr. Nance served as the Chief Legal Officer of INSYS Therapeutics, Inc., a pharmaceutical company, from October 2018 to July 2019 and Special Advisor to FIPRA International, Ltd., a public affairs consultancy company, from July 2017 to July 2019. Prior to joining INSYS Therapeutics, Inc., Mr. Nance served as the Senior Vice President and Global General Counsel of Mylan N.V., a pharmaceutical company, from April 2012 to May 2017. Prior to joining Mylan N.V., Mr. Nance served as General Counsel of GE Healthcare Medical Diagnostics and GE Healthcare Life Sciences. In addition, Mr. Nance has held various other leadership positions and roles in industry and in government, including the U.S. Federal Trade Commission.
Stefan Nilsson, age 56, joined Envista in July 2024 and is our President, Nobel Biocare. Prior to that, Mr. Nilsson served as CEO of Colosseum Dental Group from July 2018 to May 2023, which grew to be one of Europe’s largest Dental Service Organizations under his leadership. Prior to Colosseum, Mr. Nilsson was CEO of GrandVision Brazil, a leading eyecare service provider. Further, he had a distinguished career at Nestle in a variety of operations, marketing, and general management roles around the world.
Mischa M. Reis, age 54, has served as our Senior Vice President, Strategy and Corporate Development since September 2019. Prior to that, Mr. Reis served as Vice President, Business Development & Strategy of Danaher’s Dental business since October 2012.
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Certain Relationships and Related Transactions
Policy
Under our written Related Person Transactions Policy adopted by the Board, the Nominating and Governance Committee of the Board is required to review and, if appropriate, approve all related person transactions prior to consummation whenever practicable. If advance approval of a related person transaction is not practicable under the circumstances or if our management becomes aware of a related person transaction that has not been previously approved or ratified, the transaction is submitted to the Nominating and Governance Committee at its next meeting. The Nominating and Governance Committee is required to review and consider all relevant information available to it about each related person transaction, and a transaction is considered approved or ratified under the policy if the Nominating and Governance Committee authorizes it according to the terms of the policy after full disclosure of the related person’s interests in the transaction. Related person transactions of an ongoing nature are reviewed annually by the Nominating and Governance Committee. The definition of “related person transactions” for purposes of the policy covers the transactions that are required to be disclosed under Item 404(a) of Regulation S-K promulgated under the Securities Act of 1933, as amended.
Relationships and Transactions
There were no transactions between the Company and any officer, director or nominee for director, or any affiliate of or person related to any of them, since January 1, 2025, of the type or amount required to be disclosed under Item 404(a) of Regulation S-K.
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Compensation Discussion and Analysis
This Compensation Discussion and Analysis (“CD&A”) describes our executive compensation philosophy and the pay programs provided to our Named Executive Officers (“NEOs”) for 2025. Our NEOs for 2025 include our Chief Executive Officer, Chief Financial Officer and the three next most highly compensated executive officers serving at the end of the fiscal year as shown below:
Executive Summary
Performance Overview for 2025
2025 was a year of continued progress on our turnaround strategy, which began in 2024 with the hiring of Mr. Keel as our new President and Chief Executive Officer as well as several other key members of the management team. Building on the momentum established across the second half of 2024, we continued to drive improvements across our three areas of priority—growth, operations, and people—as reflected in the following accomplishments:
•Growth: Delivered sales growth in all major businesses and geographies.
•Operations: Achieved a 190 basis point improvement in our Adjusted EBITDA margin over 2024. Generated ongoing broad-based contributions from the Envista Business System, including Spark achieving positive operating margin in the second half of 2025, and Envista reducing company-wide G&A expense by 10% compared to 2024.
•People: Improved employee engagement scores with record participation in our annual employee survey.
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2025 Financial Highlights
See Appendix A for a reconciliation of GAAP to non-GAAP measures.
2025 Key Executive Compensation Decisions
•Three of our NEOs received base salary increases, after two straight years of no increases, in order to address competitive market gaps.
•Our NEOs did not receive an increase in target annual cash incentive compensation for the third straight year, other than Mr. Nance, who received an increase in 2024.
•Reflective of our strong pay-for-performance philosophy, our NEOs received at least 50% of their annual long-term incentive compensation in the form of performance-based equity awards and at least 20% of their annual long-term incentive compensation in the form of stock options, which only have value to the NEOs if the Company’s stock price appreciates from the grant date price.
•Our NEOs received annual cash incentive payments ranging from 117% to 187% of target based on personal performance and corporate and operating company performance against the 2025 Incentive Compensation Plan objectives.
•Our performance stock units (“PSUs”) covering the 2023-2025 performance period did not pay out (0% of target) as a result of below threshold performance against our three-year adjusted EBITDA margin and core growth targets which were set in 2023.
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Company Overview
Envista is a global family of more than 30 trusted dental brands, including Nobel Biocare, Ormco, DEXIS, and Kerr, united by a shared purpose: to partner with professionals to improve lives. We help our customers deliver the best possible patient care through industry-leading products, solutions, and technology. Our comprehensive portfolio, including dental implants and treatment options, orthodontics, and digital imaging technologies, covers a wide range of dentists’ clinical needs for diagnosing, treating, and preventing dental conditions as well as improving the human smile. We further support the dental community with leading solutions in restoratives, endodontics, rotary, infection prevention, and loupes. Principal brands are set out below:
We are headquartered in Brea, California, and our commercial organization includes over 3,000 employees with deep clinical, product and workflow expertise who interact with dental providers on a daily basis. We are one of the largest global dental products companies, with strong positions in some of the most attractive segments of the dental products industry.
We endeavor to embody our core values in everything we do and in our various programs and initiatives:
Business Goals & Executive Pay
Our near-term goals are to continue to accelerate our growth, further strengthen our operations and invest in our people. Growing our adjusted EBITDA and our adjusted EPS, generating strong free cash flow, optimizing our cost structure, strategically deploying our free cash flow to improve our market position and continuing to attract and develop world-class talent are all critical components of our success. While the Company’s management transition and turnaround strategy have influenced our compensation programs, we continue to employ compensation strategies that are competitive and based on our performance relative to our peers.
Objectives and Framework
With the goal of building long-term value for stockholders, our executive compensation program is designed to:
•attract and retain executives with the leadership skills, attributes and experience necessary to succeed in an enterprise with our complexity and global footprint;
•motivate executives to perform consistently at or above the levels that we expect, over the long-term and through a range of economic cycles; and
•link compensation to the achievement of challenging corporate goals that we believe best correlate with the creation of long-term stockholder value.
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To achieve these objectives, our compensation program combines annual and long-term components, cash and equity, and fixed and variable elements, with a bias toward long-term equity awards that are subject to multi-year vesting periods. Our executive compensation program rewards executive officers when they build long-term stockholder value, achieve annual business goals and maintain lasting careers with us. The Compensation Committee exercises judgment in setting compensation levels, taking into account the following:
Pay competitiveness in the context of the marketplace for executive talent. Our Compensation Committee considers market trends and practices in determining pay levels and compensation design to ensure that compensation is appropriately positioned to attract and retain talented executives and that our costs are sustainable relative to peers.
Internal equity, including compensation that reflects the responsibilities and relative complexity of the executive’s position within Envista. To ensure that our senior executives are held most accountable for long-term operating results and changes in stockholder value, the Compensation Committee believes that both the amount and “at-risk” nature of compensation should increase with the relative complexity and significance of an executive’s position.
Our Company’s performance, along with the executive’s performance and contributions. Our cash incentive compensation varies annually to reflect near-term changes in operating and financial results. Our long-term compensation is closely aligned with long-term stockholder value creation, both by tying the ultimate value of the awards to our stock price and through the length of time executives are required to hold the awards before realizing their value. The executive’s performance and individual contributions toward our business objectives are also incorporated in the Compensation Committee’s decision-making process.
Our Pay Practices
Our approach to executive compensation reflects a range of practices that promote alignment between the interests of executives and those of our stockholders and sound governance principles, as illustrated below.
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2025 Say on Pay Vote Results
As part of our Compensation Committee’s efforts to ensure that the interests of our NEOs are aligned with those of our stockholders, our Compensation Committee carefully considers the results of the Company’s prior stockholder advisory votes on executive compensation. Our 2025 Say on Pay vote yielded an approval by 94.3% of the votes cast. The Compensation Committee took such results into account, as well as the historical high level of support we have received on Say on Pay votes since our IPO as shown in the table below, by continuing to emphasize the core principles of our compensation philosophy and best practices of our compensation programs.
Year | Stockholder Approval of Say on Pay (%) | ||||
| 2025 | 94.3% | ||||
| 2024 | 93.9% | ||||
| 2023 | 94.3% | ||||
| 2022 | 95.9% | ||||
| 2021 | 94.3% | ||||
| 2020 | 99.1% | ||||
2025 Executive Compensation Decision-Making and Oversight
The Compensation Committee has retained FW Cook as its independent compensation consultant to assist the Committee in evaluating executive compensation programs and in setting executive officer compensation. The consultant reports directly to the Compensation Committee and does not perform any services for management. The Compensation Committee assessed the independence of FW Cook in accordance with the NYSE Listing Standards and applicable SEC regulations and concluded that FW Cook’s work does not raise any conflict of interest.
Our Chief Executive Officer, our Chief Human Resources Officer, our Vice President of Total Rewards, and our Assistant General Counsel generally attend meetings of the Compensation Committee along with our independent compensation consultant. Our Chief Executive Officer provides background and context regarding the relationship between strategic goals and priorities and executive compensation matters and provides recommendations to the Compensation Committee regarding performance and compensation paid to other executive officers. The Compensation Committee gives considerable weight to the evaluation and recommendations of our Chief Executive Officer with respect to the other executive officers. Our human resources and legal departments also assist the Compensation Committee Chair in scheduling and setting committee meeting agendas, preparing meeting materials and providing the Compensation Committee with data relating to executive compensation as requested by the Compensation Committee.
Responsibilities for executive compensation decisions are summarized below:
| Compensation Committee | •Determines compensation programs and policies for our executive officers; •Approves executive officer compensation levels, structure and mix; and •Reviews and makes recommendations to the Board regarding non-employee director compensation. | ||||
| Board of Directors | •Briefed by, and provides input to the Compensation Committee; •Directors who are not on the Compensation Committee may attend Compensation Committee meetings and/or executive sessions; and •Approves all equity compensation plans and executive officer compensation plans. | ||||
| Management | •Chief Executive Officer and other members of management provide input to ensure compensation programs and policies reflect the Company’s evolving strategic and operational needs. | ||||
| Independent Compensation Consultant | •Provides expert advice, research and analytical services to the Compensation Committee concerning both our executive and non-employee director compensation levels, program design and practices; and •Reports directly to our Compensation Committee. | ||||
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Analysis of 2025 Executive Compensation
The vast majority of our senior executives’ annual total target compensation is performance based and variable in nature, approximately 88% for Mr. Keel and an average of approximately 72% for our other NEOs. In 2025, annual long-term incentives were awarded 60% in PSUs, 20% in stock options and 20% in time-based RSUs for Mr. Keel and 50% in PSUs, 25% in stock options and 25% in time-based RSUs for our other NEOs. The PSUs will vest based on achievement of identified performance measures over a three-year performance period, and the stock options and time-based RSUs vest ratably over a three-year period - see “Long-Term Incentive Compensation” for details. The following chart reflects components of annual compensation at target, as described in “Executive Compensation Tables —Agreements with our NEOs.”
The components of our executive compensation program are intended to support our human capital strategy and to further our stockholder interests as follows:
| ELEMENT | FORM OF COMPENSATION | PRIMARY OBJECTIVES | ||||||
| Base Salary | Cash | •Help attract and retain executive talent. •Balance pay-at-risk components by providing a stable source of income that recognizes day-to-day individual contributions. •Recognize day-to-day role and scope of responsibility. | ||||||
| Annual Incentive Compensation | Cash | •Align executives with key near-term strategic and operational initiatives. •Reward performance on key annual financial measures, including core sales growth, profitability and cash flow generation. •Motivate and reward teamwork and individual performance. | ||||||
| Long-Term Incentive Compensation | PSUs Stock Options RSUs | •Drive sustainable performance that delivers value to stockholders over the long-term. •Provide direct alignment to stock price appreciation. •Promote the long-term retention of our executive officers. •Align the interest of the executive with those of the stockholders. •PSUs reward performance on key financial measures, including core sales growth and adjusted EBITDA margin, measured over a three-year period, as modified by relative total stockholder return over a three-year period. | ||||||
| Other Compensation | Employee Benefits Perquisites Severance | •Provide a competitive total compensation package. •Reinforce alignment with stockholder interests through deferrals in Company stock and, also, retention through vesting restrictions (e.g., DCP/ECP). •Support corporate objectives (e.g., relocation and tax equalization benefits). | ||||||
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Base Salary
Our NEOs have entered into letter agreements with Envista, which among other things set forth base salary levels, which are subject to review and adjustment from time to time. Base salaries of our NEOs are informed by market data with respect to positions with similar roles and scope of responsibilities within our peer group, personal performance and experience. See “Executive Compensation Tables—Agreements with our NEOs” below for additional information regarding the agreements with our NEOs.
As in prior years, our Compensation Committee has focused on ensuring that a significant percentage of total compensation is “at risk.” All of our NEOs except Mr. Keel and Ms. Acurio received base salary increases in 2025, after two straight years of no increase in order to address competitive market gaps.
Base salaries for our NEOs in 2024 and 2025 were as follows:
| NAMED EXECUTIVE OFFICER | 2024 BASE SALARY | 2025 BASE SALARY | PERCENTAGE INCREASE | ||||||||
| Paul Keel | $1,100,000 | $1,100,000 | —% | ||||||||
| Eric Hammes | $575,000 | $600,000 | 4.3% | ||||||||
| Mark Nance | $525,000 | $575,000 | 9.5% | ||||||||
| Veronica Acurio | $550,000 | $550,000 | —% | ||||||||
| Robert Befidi | $550,000 | $575,000 | 4.5% | ||||||||
Annual Incentive Compensation
Overview
We provide annual incentives to our NEOs under our Executive Incentive Compensation Plan (the “ICP”). The ICP provides cash bonuses to participants based on the achievement of annual performance goals relating to our business and the participant’s personal performance. In 2025, the target bonus for each NEO was equal to the executive’s base salary as of December 31, 2025 multiplied by the relevant target award percentage for such NEO. The 2025 actual bonus earned was equal to the target bonus multiplied by the Company Financial Factor (“CFF”) and the Personal Performance Factor (“PPF”), described in more detail below. Individual payouts under the ICP are subject to a cap of 200% of the individual’s ICP target.
The diagram below illustrates the 2025 annual incentive award opportunities:
Our approach to 2025 incentive design emphasizes company-wide financial results and teamwork while also rewarding business financial results and progress against personal objectives and strategic priorities. For example, financial achievement for our operating company leaders is based on operating company financial performance and overall Envista financial performance, equally weighted (refer to “Company Financial Factor” discussion below for more detail).
In establishing annual incentive award opportunities for 2025, our Compensation Committee used the same performance metrics and weights used in 2024 for annual incentive compensation. Highlights of our approach to rewarding company-wide performance in the form of the Company Financial Factor are as follows:
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Core sales growth, adjusted EBITDA margin and free cash flow ratio are not prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). For a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures and insight into how these non-GAAP measures are considered by management, please see Appendix A.
Individual performance in the form of Strategic Priorities/Personal Performance Factor reflects the executive’s execution against operational and personal goals for the year, overall leadership effectiveness, overall financial performance, and, for executives managing a business, operating performance for that business. Our Compensation Committee maintains discretion in determining incentive payouts for each executive officer. We believe that such discretion is set at a reasonable level, strengthens the effectiveness of our compensation programs by allowing performance differentiation among our leadership team and enables the Compensation Committee to incorporate risk mitigation and unanticipated developments in determining payouts.
Company Financial Factor (“CFF”)
In line with our core value of Continuous Improvement, financial performance targets for incentive purposes are set at challenging, yet achievable levels. They generally constitute an improvement over the prior comparable period but also take into account the macro-economic environment (for example, interest rates, inflation, supply chain challenges, etc.).
Messrs. Keel, Hammes and Nance (Corporate NEOs)
In 2025, actual performance was above the maximum level for the core sales growth measure, between the threshold and target level for the adjusted EBITDA margin measure, and between the target and maximum level for the adjusted free cash flow ratio measure, resulting in an overall CFF for these executives of 136.5% of target, as shown in the table below.
| Metric | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | Actual 2025 | Achievement | Weight | Payout/ Weighted Achievement | |||||||||||||||||||||||||
| Core Sales Growth (YoY %) | —% | 2.5% | 5.5% | 6.5% | 200.0% | 50.0% | 100.0% | |||||||||||||||||||||||||
| Adjusted EBITDA Margin (%) | 13.5% | 14.5% | 17.5% | 13.7% | 58.5% | 40.0% | 23.4% | |||||||||||||||||||||||||
| Adjusted Free Cash Flow to Adjusted Net Income Ratio | 85.0% | 105.0% | 135.0% | 114.3% | 130.8% | 10.0% | 13.1% | |||||||||||||||||||||||||
| Envista CFF | 136.5% | |||||||||||||||||||||||||||||||
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Ms. Acurio and Mr. Befidi (OpCo Presidents)
The CFF for our operating company presidents was calculated as follows:
| OpCo Presidents | Envista CFF (Weighted 50%) | OpCo CFF (Weighted 50%) | Weighted CFF | |||||||||||||||||
| Veronica Acurio | 136.5% | X | 175.8% | = | 156.2% | |||||||||||||||
| Robert Befidi | 136.5% | X | 97.0% | = | 116.8% | |||||||||||||||
The CFF for Orthodontics (Ms. Acurio) and Diagnostics (Mr. Befidi) was 175.8% and 97.0%, respectively, calculated as follows:
| Metric | Achievement | Weight | Payout/Weighted Achievement | |||||||||||||||||
| Core Sales Growth | 200.0% | 30.0% | 60.0% | |||||||||||||||||
| Operating Profit | 193.0% | 60.0% | 115.8% | |||||||||||||||||
| Working Capital Turnover | —% | 10.0% | —% | |||||||||||||||||
| Orthodontics CFF | 175.8% | |||||||||||||||||||
| Metric | Achievement | Weight | Payout/Weighted Achievement | |||||||||||||||||
| Core Sales Growth | 127.1% | 30.0% | 38.1% | |||||||||||||||||
| Operating Profit | 65.0% | 60.0% | 39.0% | |||||||||||||||||
| Working Capital Turnover | 200.0% | 10.0% | 20.0% | |||||||||||||||||
| Diagnostics CFF | 97.0% | |||||||||||||||||||
We do not disclose the specific targets for our operating companies’ performance metrics as they are highly confidential and would provide competitors and third parties with insight into the Company’s internal planning processes that may allow them to predict certain of our operating companies’ financial and/or operational strategies, which could cause us competitive harm. The performance metrics of core sales growth, operating profit, and working capital turnover were based on a range of factors, including growth outlooks for our respective product portfolios, the competitive environment, our internal budgets, external market economic conditions and market expectations. For example, growth rates implicit in targets for any one operating company may be above or below the growth rates targeted for the entire Company, due to faster or slower growth in relevant markets or smaller or larger market shares. These considerations result in operating company targets that are intended to coincide with Company-wide targets in their level of difficulty to achieve and probability for success. Like the performance targets set for Envista, the performance targets for our operating companies are set at levels that we believe are challenging and which generally constitute an improvement over the prior comparable period, in line with our core value of Continuous Improvement, subject to the Compensation Committee’s need to establish attainable goals during challenging economic conditions.
Personal Performance Factor (“PPF”) & Individual Payouts
Following the end of 2025, the Compensation Committee used its judgment and the recommendations of Mr. Keel to determine for each executive a PPF between 0% and 150%. The PPF for each NEO is based on (i) achievement compared to personal
performance objectives tied to growth, operations and people and (ii) alignment with our CIRCLe values, each comprising 50% of the performance rating.
The Compensation Committee assigned a PPF of 110% for Mr. Keel. With respect to the other NEOs, the average PPF assigned by the Compensation Committee was 110%. Our Compensation Committee has discretion in determining the PPF of each executive officer, which is an important risk-mitigating element to our compensation program.
The target bonus percentages for our NEOs (expressed as a percentage of base salary) were as follows: Mr. Keel, 150%; Mr. Hammes, 75%; Mr. Nance, 70%; Ms. Acurio, 70%; and Mr. Befidi, 70%. The target bonus dollar amounts, relevant CFF and PPF for each NEO resulted in the following payouts for 2025:
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| NAMED EXECUTIVE OFFICER | 2025 TARGET ($) | WEIGHTED CFF(1) | PPF | 2025 PAYOUT (% OF TARGET) | 2025 PAYOUT ($) | ||||||||||||
| Paul Keel | $1,650,000 | 137% | 1.1 | 151% | $2,486,550 | ||||||||||||
| Eric Hammes | $450,000 | 137% | 1.2 | 164% | $739,800 | ||||||||||||
| Mark Nance | $402,500 | 137% | 1.0 | 137% | $551,425 | ||||||||||||
| Veronica Acurio | $385,000 | 156% | 1.2 | 187% | $720,720 | ||||||||||||
| Robert Befidi | $402,500 | 117% | 1.0 | 117% | $470,925 | ||||||||||||
(1)For Messrs. Keel, Hammes and Nance, the weighted CFF is solely based on the CFF for all of Envista (137%). For Ms. Acurio, the weighted CFF is based 50% on the CFF for Orthodontics (176%) and 50% on the CFF for all of Envista (137%). For Mr. Befidi, the weighted CFF is based 50% on the CFF for Diagnostics (97%) and 50% on the CFF for all of Envista (137%).
Long-Term Incentive Compensation
Annual Equity Awards
The annual equity awards granted to our NEOs are intended to align their compensation with market levels of compensation within our peer group and, also, provide enhanced performance and retention incentives. The target values and associated vesting periods reflect the increases in the value of the long-term incentive awards for certain of our NEOs for 2025 based on Envista’s review of peer and market data, along with 2024 personal performance and the fact that performance-based equity awards in the form of PSUs comprise at least half of the NEOs’ annual long-term incentive value, as shown below:
FORM OF AWARD | KEY TERMS | ||||
PSUs | • Contingent on core sales growth rate and adjusted EBITDA margin, subject to further adjustment by the Company’s relative TSR versus S&P 400 Health Care Sector Index over a three-year performance period. | ||||
Stock Options | • Ratable vesting on each anniversary of the grant date over three years. • Exercise price based on the closing price on date of grant. | ||||
RSUs | • Ratable vesting on each anniversary of the grant date over three years. | ||||
2025 Annual Equity Awards
On February 25, 2025, our Compensation Committee granted annual equity awards to the NEOs, as follows:
| NAMED EXECUTIVE OFFICER | VALUE OF AWARD(1) | TARGET PSUs | STOCK OPTIONS(2) | TIME-BASED RSUs | ||||||||||
| Paul Keel | $6,800,000 | 181,985 | 153,660 | 65,830 | ||||||||||
| Eric Hammes | $1,300,000 | 28,995 | 36,720 | 15,735 | ||||||||||
| Mark Nance | $1,500,000 | 33,455 | 42,370 | 18,155 | ||||||||||
| Veronica Acurio | $850,000 | 18,960 | 24,010 | 10,290 | ||||||||||
| Robert Befidi | $850,000 | 18,960 | 24,010 | 10,290 | ||||||||||
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(1) These are the values assigned to the award for compensation purposes. The values placed on the option portion of the award in the “Summary Compensation Table” and the “Grants of Plan-Based Awards for Fiscal 2025” table differ from the values shown above in line with the requirements of Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 718.
(2) The exercise price for the options was $20.66, the closing price of our Common Stock on the date of grant.
The PSUs can be earned and vest contingent on the achievement of three-year performance goals, which relate to core sales growth rate and adjusted EBITDA margin, and subject to further adjustment upward or downward of up to 25% based on the Company’s TSR performance over a three-year period compared to the Standard & Poor’s 400 Health Care Sector Index. The NEOs can earn between 0% to 200% of the target number of PSUs, depending on the level of performance achieved; the payout is capped at 200% regardless of the TSR modifier.
Core sales growth rate is determined on a currency neutral basis excluding the first-year impact of any acquisitions and the impact of any divestitures. Adjusted EBITDA margin is the Company’s adjusted EBITDA, as reported in our public filings, divided by the Company’s total net sales.
Core sales growth and adjusted EBITDA margin were considered appropriate metrics given their importance to our growth strategy. TSR percentile rank acts as a modifier to core sales growth and adjusted EBITDA margin as a means to validate that the outcome is directionally aligned with our returns to stockholders during the same performance period.
Our Compensation Committee establishes separate performance goals for each annual equity award. We do not disclose the specific performance goals prior to completion of the performance period as they are highly confidential and would provide competitors and third parties with insight into the Company’s internal planning processes that may allow them to predict certain of our financial and/or operational strategies, which could cause us competitive harm. The level of performance required for target payout is guided by our strategic plan. The Compensation Committee believes these targets are challenging yet achievable with strong management performance.
2023-2025 PSU Program Results and Payout Equity Awards
In February 2023, our Compensation Committee approved the 2023-2025 PSU award (the “2023-2025 PSUs”) with three-year performance targets established at grant. The PSUs were to vest based on performance against two independent financial metrics, equally weighted: adjusted EBITDA margin and core growth, determined based on the three-year average of performance during the performance period. The number of PSUs earned, would be further adjusted upward or downward 25% based on the Company’s three-year TSR percentile rank relative to the Standard & Poor’s 400 Health Care Section Index (subject to a maximum payout of 200% of the target number of PSUs granted), as shown on the table below. The Compensation Committee determined these metrics and their associated weighting provided an appropriate balance between long-term top-line revenue growth and profitability and share price performance.
| Metric | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | Actual 2025 | Achievement | Weight | Payout | ||||||||||||||||
| Core Sales Growth | 2.0% | 4.0% | 6.0% | 1.5% | 0.0% | 50.0% | 0.0% | ||||||||||||||||
| Adjusted EBITDA Margin (%) | 20.0% | 21.0% | 22.0% | 14.5% | 0.0% | 50.0% | 0.0% | ||||||||||||||||
| Threshold (-25% Modifier) | Target (0% Modifier) | Maximum (25% Modifier) | Actual 2025 | Achievement | Weight | Modifier | |||||||||||||||||
| Relative TSR | 25th Percentile or lower | 40th-60th Percentile | 75th Percentile or greater | 24th Percentile | (25.0)% | Modifier | N/A | ||||||||||||||||
| Envista PSU Payout | 0.0% | ||||||||||||||||||||||
Adjusted EBITDA margin excludes expenses for the integration of acquired businesses, the impact and results of businesses classified as assets held-for-sale and businesses divested, and other one-time charges and other events, subject to the discretion of the Compensation Committee. Core growth is calculated on a currency neutral basis excluding the first-year impact of any acquisition and the impact of any divestitures. Relative TSR achievement against the peer group was at the 24th percentile, which would have adjusted downward any payout by 25%, if such financial measures had resulted in a payout.
The Compensation Committee determined that 0% vesting of the 2023-2025 PSUs was aligned with financial performance during the three-year performance period and did not approve any vesting of the 2023-2025 PSUs.
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Other Compensation
Perquisites
We provide competitive perquisites to executives, including relocation allowances and related tax gross-ups. These perquisites are designed to support a market-based competitive total compensation package, which allows us to attract and retain key talent. Details on perquisites made available to our NEOs in 2025 are in the footnotes to the “Summary Compensation Table.”
Other Benefits
Our US-based executive officers, including the NEOs, participate in broad-based employee benefit plans, which are generally available to all U.S. salaried employees and do not discriminate in favor of our NEOs. These include subsidized health and dental insurance, AD&D and life insurance coverage, participation in the Envista Savings Plan as well as participation in employee-paid benefits such as vision insurance and flexible spending accounts. Additionally, US-based executive officers are eligible to defer a portion of their salary and bonus in our Deferred Compensation Plan (“DCP”), which also covers other senior employees. All of our NEOs are also eligible to participate in our Excess Contribution Program (“ECP”), which provides excess matching and non-elective contributions in Envista notional shares. Effective January 1, 2025, the ECP was frozen and is now part of the DCP, as amended and restated effective January 1, 2025. US-based executives also participate in the Envista Holdings Corporation Severance and Change in Control Plan. See “Executive Compensation Tables—Employee Benefit Plans” below for additional information on these benefits.
2026 Executive Compensation Developments
In the first quarter of 2026, we implemented the following pay practices, informed by market benchmarking and in recognition of 2025 individual performance, among other factors:
•Increased base salaries for certain of our NEOs:
NAMED EXECUTIVE OFFICER | 2025 BASE SALARY | 2026 BASE SALARY | PERCENTAGE INCREASE | ||||||||
| Paul Keel | $1,100,000 | $1,100,000 | —% | ||||||||
| Eric Hammes | $600,000 | $630,000 | 5.0% | ||||||||
| Mark Nance | $575,000 | $595,000 | 3.5% | ||||||||
| Veronica Acurio | $550,000 | $575,000 | 4.5% | ||||||||
| Robert Befidi | $575,000 | $587,000 | 2.1% | ||||||||
•No target annual bonus increases for any of our NEOs for 2026.
•Increased long-term incentive award values for certain of our NEOs for 2026:
| NAMED EXECUTIVE OFFICER | 2025 LTI VALUE | 2026 LTI VALUE | PERCENTAGE INCREASE | ||||||||
Paul Keel | $6,800,000 | $7,200,000 | 5.9% | ||||||||
Eric Hammes | $1,300,000 | $1,900,000 | 46.2% | ||||||||
Mark Nance | $1,500,000 | $1,500,000 | —% | ||||||||
Veronica Acurio | $850,000 | $900,000 | 5.9% | ||||||||
Robert Befidi | $850,000 | $900,000 | 5.9% | ||||||||
•Retained core sales growth and adjusted free cash flow ratio as two of the three performance measures for the 2026 Incentive Compensation Plan, and replaced adjusted EBITDA margin with adjusted EBITDA (expressed in dollars instead of percentage), with the same weightings used in 2025 (50% core sales growth; 40% adjusted EBITDA ($); and 10% adjusted free cash flow ratio), and calculated in the same manner as the 2025 ICP.
•Adjusted the weightings of the core revenue growth and operating profit measures for the OpCo ICP programs in 2026 to align with the Envista ICP design as follows:
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| METRIC | 2025 WEIGHT | METRIC | 2026 WEIGHT | |||||||||||
| Core Revenue Growth % | 30% | Core Revenue Growth % | 50% | |||||||||||
| Operating Profit $ | 60% | Operating Profit $ | 40% | |||||||||||
| Working Capital Turnover | 10% | Working Capital Turnover | 10% | |||||||||||
•Granted annual equity awards to our NEOs on February 25, 2026, consisting of PSUs, stock options and time-based RSUs based on the same weighting as 2025. The PSUs will vest based on performance against two independent financial metrics, equally weighted: adjusted EPS and core growth, determined based on the three-year average of performance during the performance period. Stock options and time-based RSUs continue to vest ratably over a three-year period.
Compensation Peer Group Analysis
Each year, the Compensation Committee works with its independent compensation consultant, FW Cook, to determine appropriate peer companies for benchmarking our executive compensation program. FW Cook uses the following guidelines in recommending a peer group:
•The extent to which such companies compete with us in one or more lines of business and for executive talent.
•Comparability of size, scope and complexity (including revenues, market capitalization, net income, total assets and number of employees, with revenue and market capitalization being the two primary metrics).
•Of note, peer selection is challenging given that there is a limited number of companies operating solely within the dental equipment space, requiring consideration of size-comparable companies operating within similar industries.
In June 2025, FW Cook reviewed the Company’s peer group and recommended the following changes: removal of Patterson Companies, Inc., which was acquired in April 2025, and STERIS plc, which divested its dental segment in 2024 and its market capitalization was no longer in the targeted range of Envista’s peers.
Based on the recommendations of FW Cook, our Compensation Committee adopted a compensation peer group consisting of the following companies:
| Align Technology, Inc. | Haemonetics Corporation | Integra LifeSciences Holdings Corp. | ||||||
| CONMED Corporation | Henry Schein, Inc. | Merit Medical Systems, Inc. | ||||||
| The Cooper Companies, Inc. | Hologic, Inc. | Revvity, Inc. | ||||||
| DENTSPLY SIRONA Inc. | ICU Medical, Inc. | Teleflex Incorporated | ||||||
| Enovis Corporation | Integer Holdings Corporation | |||||||
While our Compensation Committee considers the data from the peer group helpful in assessing our competitive position, the Committee refers to other resources, including published compensation data from other surveys and from public compensation data for competitors to one or more of our operating companies in an effort to ensure our compensation program is competitive. In addition to compensation data, the Compensation Committee considers pay for performance and long-term value creation objectives in determining the compensation for our executive officers that best aligns management’s interests with those of our stockholders.
Stock Ownership Policies
To further align management and stockholder interests and discourage inappropriate or excessive risk-taking, our stock ownership policy requires our executive officers to obtain a substantial equity stake in our Common Stock within five years of their appointment to an executive position. The multiples of base salary required by the guidelines are as follows:
| EXECUTIVE LEVEL | STOCK OWNERSHIP GUIDELINES (AS A MULTIPLE OF SALARY) | ||||
| Chief Executive Officer | 5x base salary | ||||
| Senior Vice President | 2x base salary | ||||
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Once an executive has acquired a number of shares that satisfies the ownership multiple, such number of shares then becomes his or her minimum ownership requirement (even if the executive’s salary increases or the fair market value of such shares subsequently changes) until he or she is promoted to a higher level. Under the policy, beneficial ownership includes shares in which the executive or his or her spouse or child has a direct or indirect interest, notional shares of our Common Stock in the DCP or ECP, shares held in a 401(k) plan, and unvested RSUs, but does not include PSUs or shares subject to unexercised stock options. Each of our NEOs was in compliance with the stock ownership requirements as of December 31, 2025, having acquired the required number of shares or having more time to do so.
Pledging Policy. Our Board has adopted a policy that prohibits any of our executive officers, including our NEOs, and our directors from pledging as security under any obligation any shares of our Common Stock that he or she directly or indirectly owns and controls.
Hedging Policy. We maintain a policy that prohibits any of our employees and directors from engaging in any transactions involving a derivative of our securities, including hedging transactions.
Equity Grant Practices
The Compensation Committee has approved a policy regarding the timing of equity award grants to the Company’s employees, including the NEOs. The Company grants the annual equity awards, including awards of stock options, for the Company’s executive officers, including each of the NEOs, on February 25 of each year . The Compensation Committee approves off-cycle equity awards, including grants in connection with the hiring or promotion of an individual or where the Compensation Committee determines it is in the best interest of the Company, to be effective on the 25th of any given month.
information, and ending one business day after the filing or furnishing of such report.
Recoupment Policy
To further discourage inappropriate or excessive risk-taking, our Compensation Committee has adopted a recoupment (or clawback) policy applicable to our executive officers who are subject to the reporting requirements of Section 16 under the Exchange Act (the “covered persons”), including our NEOs, in accordance with Rule 10D-1 promulgated under the Exchange Act and the related listing rules of the NYSE. Under the policy, in the event of a material restatement of our consolidated financial statements, including any required accounting restatement to correct an error in previously issued financial restatements that is material to the previously issued financial statements (a “Big R” restatement), or that corrects an error that is not material to previously issued financial statements, but would result in a material misstatement if the error were left uncorrected in the current period or the error correction were recognized in the current period (a “little r” restatement), the Board shall, to the fullest extent permitted by law, in addition to all other remedies available to us, require forfeiture and/or reimbursement or payment to us of the portion of any annual incentive compensation payment received by any covered person within the three-year period prior to the date the Company is required to prepare such restatement that would not have been received had the consolidated financial statements that are the subject of such restatement been correctly stated. In addition, the Board has the right to require reimbursement of up to the entire amount of any such annual incentive compensation payment from any covered person whose fraud or other intentional misconduct in the Board’s judgment alone or with others caused such restatement. The recoupment policy is enforceable against all covered persons and their beneficiaries, heirs, executors, administrators and other legal representatives. In addition, the stock plans in which our executive officers participate contain provisions for recovering awards upon certain circumstances. Under the terms of our 2019 Omnibus Incentive Plan, as amended (the “2019 Plan”), if an employee is terminated for gross misconduct, the administrator may cause the participant’s unexercised or unvested equity awards to be partially or completely forfeited. In addition, under the terms of our DCP and ECP, if termination of an employee’s participation in the plan resulted from the employee’s gross misconduct, the administrator may determine that the employee’s vesting percentage is zero with respect to all balances that were contributed by us.
Tax Deductibility of Executive Compensation
Our Compensation Committee will periodically review the tax impact of executive compensation on the Company as well as on our executive officers in addition to taking into account other considerations such as accounting impact, stockholder alignment, market competitiveness, effectiveness and perceived value to employees. Because many different factors influence a well-rounded, comprehensive and effective executive compensation program, we expect that some of the compensation provided to our executive officers will not be deductible under Section 162(m).
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Risk Considerations and Review of Executive Compensation Practices
Risk-taking is an essential part of growing a business, and prudent risk management is necessary to deliver long-term, sustainable stockholder value. Our management coordinates the risk assessment and oversight of the Company’s incentive compensation plans with a cross functional team and presents its conclusions to the Compensation Committee. FW Cook, the Compensation Committee’s independent compensation consultant, participates in identifying and assessing risk. Upon review and discussion, the Compensation Committee concluded that the Company’s executive compensation program is well aligned with sound compensation design principles to encourage behaviors aligned with the long-term interests of stockholders and do not incentivize material risk.
In reaching this conclusion, our Compensation Committee considered in particular the following attributes and risk-mitigation features of our executive compensation program:
| ATTRIBUTE | RISK-MITIGATING EFFECT | ||||
| Incentive compensation programs feature multiple, complementary performance measures aligned with business strategy and feature a payout cap of 200% of an individual’s target incentive opportunity | Mitigates incentive to over-perform with respect to any particular metric at the expense of other metrics and/or to play accounting games. The presence of strategic metrics in the annual incentive plan ensures that the Compensation Committee retains discretion and the focus is not exclusively financial. | ||||
| Long-term incentives balance options and full-value awards, and incorporate competitive vesting periods | Upside from options is balanced by the presence of downside risk inherent in full value awards such as RSUs. PSUs provide upside leverage and downside protection. Multi-year vesting periods ensure that executives will not benefit excessively from short-run spikes in the stock price. | ||||
| Rigorous, no-fault clawback policy that is triggered even in the absence of wrongdoing | Ensures executives remain exposed to risks faced by the Company’s owners under all circumstances. Helps support a culture of “no excuses.” | ||||
| Stock ownership requirements for all executive officers | Ensures executives build up their exposure to risks faced by the Company’s owners over time. The Compensation Committee reviews requirements and compliance on an annual basis and may incorporate these in setting compensation opportunity and granting stock awards. | ||||
| No hedging of Envista securities permitted | Prevents executives from reducing risks by entering into financial contracts which offset their risk and/or exposure to the Company. | ||||
| Independent compensation consultant that performs no other services for the Company | Ensures the Compensation Committee and the Board receive broad market information about market practices and trends. Helps ensure advice will not be influenced by conflicts of interest. | ||||
| Executive officer payouts are approved by the Compensation Committee | Incentive calculations are reviewed and approved by the Compensation Committee. The Compensation Committee also reviews and approves objectives and performance and ensures that they are set at challenging yet achievable levels. | ||||
Our Compensation Committee will periodically review the compensation programs and design and may make certain changes to align them with our compensation philosophy and view of our business needs and strategic priorities, taking into account risk and risk mitigation considerations.
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Compensation Committee Report
This report is not deemed to be “soliciting material” or to be “filed” with the SEC or subject to the SEC’s proxy rules or to the liabilities of Section 18 of the Securities Exchange Act of 1934, and shall not be deemed to be incorporated by reference into any prior or subsequent filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent we specifically incorporate this report by reference therein.
The Compensation Committee of the Board of Directors has reviewed and discussed with management the Compensation Discussion and Analysis set forth above, as required by Item 402(b) of Regulation S-K, and, based on such review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement for incorporation by reference into the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Compensation Committee of the Board of Directors
Wendy Carruthers (Chair)
Vivek Jain
Christine Tsingos
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Executive Compensation Tables
Summary Compensation Table
The Summary Compensation Table and notes show all compensation paid to or earned by each of our NEOs for 2025, 2024 and 2023, as applicable.
NAME AND PRINCIPAL POSITION (1) | YEAR | SALARY ($)(2) | BONUS ($) | STOCK AWARDS ($)(3) | OPTION AWARDS ($)(3) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(4) | ALL OTHER COMPENSATION ($)(5) | TOTAL ($) | |||||||||||||||||||||||||||||||||||||||
Paul Keel President & CEO | 2025 | $ | 1,100,000 | $ | — | $ | 5,440,152 | $ | 1,360,045 | $ | 2,486,550 | $ | 172,820 | (6) | $ | 10,559,567 | |||||||||||||||||||||||||||||||
| 2024 | $ | 689,616 | (7) | $ | 281,466 | $ | 10,700,076 | $ | 10,700,093 | $ | 1,086,144 | $ | 368,578 | $ | 23,825,973 | ||||||||||||||||||||||||||||||||
Eric Hammes Chief Financial Officer | 2025 | $ | 592,308 | $ | — | $ | 975,153 | $ | 325,009 | $ | 739,800 | $ | 13,700 | (8) | $ | 2,645,970 | |||||||||||||||||||||||||||||||
| 2024 | $ | 214,519 | (7) | $ | 1,020,000 | $ | 1,200,073 | $ | — | $ | 168,934 | $ | 238,913 | $ | 2,842,439 | ||||||||||||||||||||||||||||||||
Mark Nance, SVP and General Counsel | 2025 | $ | 559,615 | $ | — | $ | 1,125,143 | $ | 375,017 | $ | 551,425 | $ | 33,986 | (9) | $ | 2,645,186 | |||||||||||||||||||||||||||||||
| 2024 | $ | 525,000 | $ | — | $ | 1,062,766 | $ | 1,052,374 | $ | 424,463 | $ | 39,275 | $ | 3,103,878 | |||||||||||||||||||||||||||||||||
| 2023 | $ | 525,000 | $ | — | $ | 712,534 | $ | 237,650 | $ | — | $ | 67,956 | $ | 1,543,140 | |||||||||||||||||||||||||||||||||
Veronica Acurio President, Orthodontics | 2025 | $ | 550,000 | $ | — | $ | 637,674 | $ | 212,513 | $ | 720,720 | $ | 52,197 | (10) | $ | 2,173,104 | |||||||||||||||||||||||||||||||
Robert Befidi President, Diagnostics | 2025 | $ | 567,308 | $ | — | $ | 637,674 | $ | 212,513 | $ | 470,925 | $ | 47,847 | (9) | $ | 1,936,267 | |||||||||||||||||||||||||||||||
| 2024 | $ | 550,000 | $ | — | $ | 637,684 | $ | 777,905 | $ | 334,950 | $ | 13,800 | $ | 2,314,339 | |||||||||||||||||||||||||||||||||
(1)All amounts presented in the Summary Compensation Table, and in the supporting tables that follow, are expressed in U.S. dollars.
(2)Includes the following amounts deferred into the Deferred Compensation Plan. See “Employee Benefit Plans—Supplemental Retirement Program” for a description of our deferred compensation arrangements:
| AMOUNT OF SALARY DEFERRED INTO PLAN | AMOUNT OF NON-EQUITY INCENTIVE COMPENSATION DEFERRED INTO PLAN | |||||||||||||||||||||||||
| NAME | PLAN | 2025 | 2024 | 2023 | 2025 | 2024 | 2023 | |||||||||||||||||||
| Paul Keel | DCP | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||
| Eric Hammes | DCP | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||
| Mark Nance | DCP | $ | 39,173 | $ | — | $ | 52,500 | $ | — | $ | — | $ | 43,510 | |||||||||||||
| Veronica Acurio | DCP | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||
| Robert Befidi | DCP | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||
(3)These amounts represent the aggregate grant date fair value of all equity awards made in the applicable year computed in accordance with ASC Topic 718. As such, they do not correspond to the actual economic value that may be received by our NEOs from these awards. The “Stock Awards” column equals the aggregate grant date fair value of all RSUs and PSUs granted during the relevant year, as applicable. The grant date fair value for RSUs is calculated as the number of RSUs multiplied by the closing price of the Common Stock on the date of grant. For PSUs, we are required to report the PSU awards at the beginning of the three-year performance cycle (in the year in which the PSU awards were granted), even though they will not be paid (if at all) until the end of the performance period. The amounts shown assume performance at target. The PSUs are paid only if performance conditions are met, and the final payment amount will range from 0% to 200% of the stated target. See the “Grants of Plan-Based Awards for Fiscal 2025” table below for the threshold, target, and maximum amounts that can be earned. With respect to stock option grants shown in the “Options Awards” column, the grant date fair value has been calculated using the Black-Scholes option pricing model. Pursuant to Securities and Exchange Commission rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Additional information about the assumptions that we used when valuing equity awards is set forth in our Annual Report on Form 10-K in Note 15 to the Consolidated Financial Statements for the 2025 fiscal year.
(4)Additional information regarding these payments appear under the heading “Annual Incentive Compensation” in the CD&A.
(5)The following table sets out the 401(k) and ECP contributions made to our NEOs’ accounts for 2025, which are included in “All Other Compensation.” ECP contributions are in Company stock and are converted to notional phantom shares by dividing the relevant closing price of the Company’s stock.
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| NAME | COMPANY 401(K) CONTRIBUTIONS ($) | COMPANY ECP CONTRIBUTIONS ($) | |||||||||
| Paul Keel | $13,800 | $— | |||||||||
| Eric Hammes | $12,065 | $— | |||||||||
| Mark Nance | $14,184 | $19,802 | |||||||||
| Veronica Acurio | $13,800 | $— | |||||||||
| Robert Befidi | $24,228 | $23,619 | |||||||||
(6)Includes $84,042 in relocation costs and $74,979 for the related gross-up, and the 401(k) Company contribution detailed in Footnote 5.
(7)Represents the pro-rated amount of base salary earned from the respective NEO’s start date in 2024.
(8)Includes $1,109 in relocation costs and $526 for the related gross-up, and the 401(k) Company contribution detailed in Footnote 5.
(9)Includes the 401(k) and ECP Company contributions detailed in Footnote 5.
(10)Includes $25,822 in relocation costs and $12,576 for the related gross-up, and the 401(k) Company contribution as detailed in Footnote 5.
Grants of Plan-Based Awards for Fiscal 2025
The following table sets forth certain information regarding grants of plan-based awards to our NEOs in 2025 under our compensation programs and plans.
| NAME | TYPE OF AWARD | GRANT DATE | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS (1) | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS (2) | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#) (2) | ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES UNDERLYING OPTIONS (#) (2) | EXERCISE OR BASE PRICE OF OPTION AWARDS ($/SHARE) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS ($) (4) | ||||||||||||||||||||||||||||||||||||||||||
| THRESHOLD ($) (3) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#)(5) | TARGET (#) | MAXIMUM (#) | |||||||||||||||||||||||||||||||||||||||||||||
| Paul Keel | Annual cash incentive compensation | $825,000 | $1,650,000 | $3,300,000 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Stock options (Annual) | 2/25/2025 | — | — | — | — | — | — | — | 153,660 | $20.66 | $1,360,045 | |||||||||||||||||||||||||||||||||||||||
| Restricted stock units (Annual) | 2/25/2025 | — | — | — | — | — | — | 65,830 | — | — | $1,360,048 | |||||||||||||||||||||||||||||||||||||||
| Performance stock units (Annual) | 2/25/2025 | — | — | — | 90,993 | 181,985 | 363,970 | — | — | — | $4,080,104 | |||||||||||||||||||||||||||||||||||||||
| Eric Hammes | Annual cash incentive compensation | $225,000 | $450,000 | $900,000 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Stock options (Annual) | 2/25/2025 | — | — | — | — | — | — | — | 36,720 | $20.66 | $325,009 | |||||||||||||||||||||||||||||||||||||||
| Restricted stock units (Annual) | 2/25/2025 | — | — | — | — | — | — | 15,735 | — | — | $325,085 | |||||||||||||||||||||||||||||||||||||||
| Performance stock units (Annual) | 2/25/2025 | — | — | — | 14,498 | 28,995 | 57,990 | — | — | — | $650,068 | |||||||||||||||||||||||||||||||||||||||
| Mark Nance | Annual cash incentive compensation | $201,250 | $402,500 | $805,000 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Stock options (Annual) | 2/25/2025 | — | — | — | — | — | — | — | 42,370 | $20.66 | $375,017 | |||||||||||||||||||||||||||||||||||||||
| Restricted stock units (Annual) | 2/25/2025 | — | — | — | — | — | — | 18,155 | — | — | $375,082 | |||||||||||||||||||||||||||||||||||||||
| Performance stock units (Annual) | 2/25/2025 | — | — | — | 16,728 | 33,455 | 66,910 | — | — | — | $750,061 | |||||||||||||||||||||||||||||||||||||||
| Veronica Acurio | Annual cash incentive compensation | $192,500 | $385,000 | $770,000 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Stock options (Annual) | 2/25/2025 | — | — | — | — | — | — | — | 24,010 | $20.66 | $212,513 | |||||||||||||||||||||||||||||||||||||||
| Restricted stock units (Annual) | 2/25/2025 | — | — | — | — | — | — | 10,290 | — | — | $212,591 | |||||||||||||||||||||||||||||||||||||||
| Performance stock units (Annual) | 2/25/2025 | — | — | — | 9,480 | 18,960 | 37,920 | — | — | — | $425,083 | |||||||||||||||||||||||||||||||||||||||
| Robert Befidi | Annual cash incentive compensation | $201,250 | $402,500 | $805,000 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Stock options (Annual) | 2/25/2025 | — | — | — | — | — | — | — | 24,010 | $20.66 | $212,513 | |||||||||||||||||||||||||||||||||||||||
| Restricted stock units (Annual) | 2/25/2025 | — | — | — | — | — | — | 10,290 | — | — | $212,591 | |||||||||||||||||||||||||||||||||||||||
| Performance stock units (Annual) | 2/25/2025 | — | — | — | 9,480 | 18,960 | 37,920 | — | — | — | $425,083 | |||||||||||||||||||||||||||||||||||||||
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(1)These columns relate to 2025 cash award opportunities under the Company’s annual Incentive Compensation Plan. The actual amounts earned are set forth in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above.
(2)These columns relate to PSU awards granted under the 2019 Plan. The amounts reported do not give effect to the TSR modifier as discussed under “Long-Term Incentive Compensation” in the CD&A.
(3)No amount will be paid out with respect to any annual incentive plan opportunity if performance is below threshold.
(4)See footnote 3 to the Summary Compensation Table above for a discussion of the calculation of grant date fair value for RSUs, PSUs and options.
(5)The PSU threshold amounts assume threshold performance is achieved with respect to both the core sales growth and adjusted EBITDA margin performance measures.
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Outstanding Equity Awards at 2025 Fiscal Year-End
The following table summarizes the number of securities underlying outstanding equity awards for each of our NEOs as of December 31, 2025.
| Option Awards | Stock Awards | ||||||||||||||||||||||||||||||||||
| NAME | GRANT DATE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF SECURITIES UNDERLYING UNEXERCISED UNEARNED OPTIONS(#) | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($) (1) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#) (2) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($) (1) | |||||||||||||||||||||||||
| Paul Keel | 2/25/2025 | — | 153,660 | — | $20.66 | 2/25/2035 | — | — | — | — | (3) | ||||||||||||||||||||||||
| 2/25/2025 | — | — | — | — | — | 65,830 | $1,429,169 | — | — | (4) | |||||||||||||||||||||||||
| 2/25/2025 | — | — | — | — | — | — | — | 181,985 | $3,950,894 | (5) | |||||||||||||||||||||||||
| 8/25/2024 | — | — | 485,680 | $18.70 | 8/25/2034 | — | — | — | — | (6) | |||||||||||||||||||||||||
| 5/25/2024 | 464,140 | 232,070 | — | $18.25 | 5/25/2034 | — | — | — | — | (7) | |||||||||||||||||||||||||
| 5/25/2024 | 54,853 | 109,707 | — | $18.25 | 5/25/2034 | — | — | — | — | (3) | |||||||||||||||||||||||||
| 5/25/2024 | — | — | — | — | — | 47,490 | $1,031,008 | — | — | (4) | |||||||||||||||||||||||||
| 5/25/2024 | — | — | — | — | — | 100,457 | $2,180,921 | — | — | (8) | |||||||||||||||||||||||||
| 5/25/2024 | — | — | — | — | — | — | — | 102,633 | $2,228,162 | (9) | |||||||||||||||||||||||||
| Eric Hammes | 2/25/2025 | — | 36,720 | — | $20.66 | 2/25/2035 | — | — | — | — | (3) | ||||||||||||||||||||||||
| 2/25/2025 | — | — | — | — | — | 15,735 | $341,607 | — | — | (4) | |||||||||||||||||||||||||
| 2/25/2025 | — | — | — | — | — | — | — | 28,995 | $629,481 | (5) | |||||||||||||||||||||||||
| 8/25/2024 | — | — | — | — | — | 42,784 | $928,841 | — | — | (4) | |||||||||||||||||||||||||
| Mark Nance | 2/25/2025 | — | 42,370 | — | $20.66 | 2/25/2035 | — | — | — | — | (3) | ||||||||||||||||||||||||
| 2/25/2025 | — | — | — | — | — | 18,155 | $394,145 | — | — | (4) | |||||||||||||||||||||||||
| 2/25/2025 | — | — | — | — | — | — | — | 33,455 | $726,308 | (5) | |||||||||||||||||||||||||
| 2/25/2024 | 9,880 | 19,760 | — | $22.65 | 2/25/2034 | — | — | — | — | (3) | |||||||||||||||||||||||||
| 2/25/2024 | — | — | — | — | — | 8,464 | $183,753 | — | — | (4) | |||||||||||||||||||||||||
| 2/25/2024 | — | — | — | — | — | 5,890 | $127,872 | — | — | (4) | |||||||||||||||||||||||||
| 8/25/2024 | — | — | 95,240 | $18.70 | 8/25/2034 | — | — | — | — | (6) | |||||||||||||||||||||||||
| 2/25/2024 | — | — | — | — | — | — | — | 11,675 | $253,464 | (9) | |||||||||||||||||||||||||
| 2/25/2023 | 9,940 | 4,970 | — | $38.25 | 2/25/2033 | — | — | — | — | (3) | |||||||||||||||||||||||||
| 2/25/2023 | — | — | — | — | — | 2,070 | $44,940 | — | — | (4) | |||||||||||||||||||||||||
| 2/25/2023 | — | — | — | — | — | — | — | 5,640 | $122,444 | (10) | |||||||||||||||||||||||||
| 2/25/2022 | 12,940 | — | — | $48.52 | 2/25/2032 | — | — | — | — | (3) | |||||||||||||||||||||||||
| 2/25/2021 | 34,610 | — | — | $37.94 | 2/25/2031 | — | — | — | — | (3) | |||||||||||||||||||||||||
| 2/25/2020 | 33,432 | — | — | $26.50 | 2/25/2030 | — | — | — | — | (11) | |||||||||||||||||||||||||
| 7/15/2019 | 17,717 | — | — | $27.05 | 7/15/2029 | — | — | — | — | (11) | |||||||||||||||||||||||||
| Veronica Acurio | 2/25/2025 | — | 24,010 | — | $20.66 | 2/25/2035 | — | — | — | — | (3) | ||||||||||||||||||||||||
| 2/25/2025 | — | — | — | — | — | 10,290 | $223,396 | (4) | |||||||||||||||||||||||||||
| 2/25/2025 | — | — | — | — | — | 18,960 | $411,622 | (5) | |||||||||||||||||||||||||||
| 8/25/2024 | — | — | — | — | — | 30,304 | $657,900 | — | — | (4) | |||||||||||||||||||||||||
| Robert Befidi | 2/25/2025 | — | 24,010 | — | $20.66 | 2/25/2035 | — | — | — | — | (3) | ||||||||||||||||||||||||
| 2/25/2025 | — | — | — | — | — | 10,290 | $223,396 | — | — | (4) | |||||||||||||||||||||||||
| 2/25/2025 | — | — | — | — | — | — | — | 18,960 | $411,622 | (5) | |||||||||||||||||||||||||
| 2/25/2024 | 7,303 | 14,607 | — | $22.65 | 2/25/2034 | — | — | — | — | (3) | |||||||||||||||||||||||||
| 2/25/2024 | — | — | — | — | — | 6,257 | $135,839 | — | — | (4) | |||||||||||||||||||||||||
| 8/25/2024 | — | — | 70,400 | $18.70 | 8/25/2034 | — | — | — | — | (6) | |||||||||||||||||||||||||
| 2/25/2024 | — | — | — | — | — | — | — | 8,630 | $187,357 | (9) | |||||||||||||||||||||||||
| 8/25/2023 | — | — | — | — | — | 11,287 | $245,041 | — | — | (4) | |||||||||||||||||||||||||
(1)Market value is calculated based on the closing price of our Common Stock on December 31, 2025, the last trading day of the year, as reported on the NYSE ($21.71 per share), times the number of unvested shares.
(2)The amounts shown represent the threshold amount of the PSUs for the 2023-2025 performance cycle, for the 2024-2026 performance cycle, and target for the 2025-2027 performance cycle. The 2023-2025 performance cycle PSUs did not pay out as a result of actual performance below the threshold level. See “Long-Term Incentive Compensation” in the CD&A.
(3)One-third of the options granted become exercisable on each of the first, second and third anniversaries of the grant date.
(4)One-third of the RSUs granted vests on each of the first, second and third anniversaries of the grant date.
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(5)The PSUs vest, if at all, upon the certification by the Compensation Committee of the performance conditions after the end of the 2025-2027 performance period, based on actual performance.
(6)The Performance Stock Options vest on the third anniversary of the grant date. The stock price performance condition was met on March 6, 2026.
(7)One-third of the options granted vested 6 months after the grant date and one-third become exercisable on each of the first and second anniversary of the first vesting date.
(8)One-third of the RSUs granted vested 6 months after the grant date and one-third become vested on each of the first and second anniversary of the first vesting date.
(9)The PSUs vest, if at all, upon the certification by the Compensation Committee of the performance conditions after the end of the 2024-2026 performance period, based on actual performance.
(10)The PSUs vest, if at all, upon the certification by the Compensation Committee of the performance conditions after the end of the 2023-2025 performance period, based on actual performance. The 2023-2025 performance cycle PSUs did not pay out as a result of actual performance below the threshold level. See “Long-Term Incentive Compensation” in the CD&A.
(11)20% of the options granted become exercisable on each of the first five anniversaries of the grant date.
Option Exercises and Stock Vested During Fiscal 2025
The following table summarizes stock option exercises and the vesting of RSU awards with respect to our NEOs in 2025.
| OPTION AWARDS | STOCK AWARDS | |||||||||||||||||||||||||
| NAME | NUMBER OF SHARES ACQUIRED ON EXERCISE (#) | VALUE REALIZED ON EXERCISE ($) | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($)(1) | ||||||||||||||||||||||
| Paul Keel | — | $— | 124,202 | $2,441,316 | ||||||||||||||||||||||
| Eric Hammes | — | $— | 21,391 | $451,778 | ||||||||||||||||||||||
| Mark Nance | — | $— | 13,058 | $269,778 | ||||||||||||||||||||||
| Veronica Acurio | — | $— | 15,151 | $319,989 | ||||||||||||||||||||||
| Robert Befidi | — | $— | 14,415 | $303,006 | ||||||||||||||||||||||
(1)Calculated by multiplying the number of corresponding shares acquired by the closing price of the Common Stock as reported on the NYSE on the vesting date (or on the last trading day prior to the vesting date if the vesting date was not a trading day).
2025 Nonqualified Deferred Compensation
The table below sets forth for each NEO information regarding participation in the DCP and ECP. There were no withdrawals by or distributions to any of the NEOs from these plans in 2025.
| NAME | PLAN NAME | EXECUTIVE CONTRIBUTIONS IN LAST FY ($)(1) | REGISTRANT CONTRIBUTIONS IN LAST FY ($)(2) | AGGREGATE EARNINGS IN LAST FY ($)(3) | AGGREGATE BALANCE AT LAST FYE ($)(4) | ||||||||||||
| Paul Keel | DCP/ECP | $ | — | $ | — | $ | — | $ | — | ||||||||
| Eric Hammes | DCP/ECP | $ | — | $ | — | $ | — | $ | — | ||||||||
| Mark Nance | DCP/ECP | $ | 39,173 | $ | 19,802 | $ | 92,990 | $ | 802,587 | ||||||||
| Robert Befidi | DCP/ECP | $ | — | $ | 23,619 | $ | 1,370 | $ | 24,988 | ||||||||
| Veronica Acurio | DCP/ECP | $ | — | $ | — | $ | — | $ | — | ||||||||
(1)Contributions to the DCP relate to deferrals from the executive’s 2025 salary.
(2)The amounts set forth in this column are included as 2025 compensation under the “All Other Compensation” column in the Summary Compensation Table.
(3)Earnings represent returns on investments on the benchmark investment alternatives offered under the program. Accordingly, these amounts are not considered above-market or preferential earnings for purposes of, and are not included in, the Summary Compensation Table.
(4)These balances constitute the accumulation of employee deferrals, Company contributions and investment returns during the participation of these executives in these plans, and include service with both Danaher and Envista as applicable. Company contributions are included in the “All Other Compensation” column in the Summary Compensation Table in the year in which they were made.
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Potential Payments Upon Termination or Change-of-Control as of 2025 Fiscal Year-End
The following table describes the payments and benefits that each NEO would have been entitled to receive upon termination of employment under certain circumstances as of December 31, 2025. The amounts set forth below assume that the triggering event occurred on December 31, 2025. See “Employee Benefit Plans” for a description of the Envista Holdings Corporation Severance and Change in Control Plan providing for certain severance payments upon specified terminations without cause, resignations with good reason and upon specified terminations without cause and resignations with good reason occurring within 24 months following a change in control, each as defined under such plan. Where benefits are based on the market value of our Common Stock, we have used the closing price of our Common Stock as reported on the NYSE on December 31, 2025, the last trading day of the year ($21.71 per share). In addition to the amounts set forth below, upon any termination of employment, each executive would also be entitled to (1) receive all payments generally provided to salaried employees on a non-discriminatory basis on termination, such as life insurance proceeds (for any termination caused by death), unused vacation and 401(k) plan distributions, (2) receive accrued, vested balances under the DCP/ECP (except that under the DCP/ECP, if an employee’s employment terminates as a result of gross misconduct, the DCP/ECP administrator may determine that the employee’s vesting percentage with respect to all employer contributions is zero), and (3) exercise vested stock options (except that under the terms of the 2019 Plan, all outstanding equity awards are terminated upon, and no employee can exercise any outstanding equity award after, termination for gross misconduct). The values reflected in the table below relating to the acceleration of stock options, RSUs and PSUs reflect the intrinsic value (that is, the value based on the price of our Common Stock, and in the case of stock options minus the exercise price) of the options, RSUs and PSUs that would have vested had the specified event occurred on December 31, 2025.
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| TERMINATION EVENT | |||||||||||||||||||||||||||||
| NAMED EXECUTIVE OFFICER | BENEFIT | TERMINATION WITHOUT CAUSE OR WITH GOOD REASON (NO CHANGE IN CONTROL) | TERMINATION WITHOUT CAUSE OR WITH GOOD REASON (FOLLOWING A CHANGE IN CONTROL) | RETIREMENT | DEATH (1) | ||||||||||||||||||||||||
| Paul Keel | Acceleration of unvested stock options | $ | — | $ | 2,805,788 | $ | — | $ | 2,805,788 | ||||||||||||||||||||
| Acceleration of unvested RSUs | $ | — | $ | 4,641,099 | $ | — | $ | 3,913,510 | |||||||||||||||||||||
| Acceleration of unvested PSUs | $ | — | $ | 8,407,198 | $ | — | $ | 5,773,275 | |||||||||||||||||||||
| Acceleration of unvested DCP Balance | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||||
Benefits continuation(2) | $ | 36,031 | $ | 36,031 | $ | — | $ | — | |||||||||||||||||||||
Cash severance(2) | $ | 7,760,500 | $ | 8,525,000 | $ | — | $ | — | |||||||||||||||||||||
| Total: | $ | 7,796,531 | $ | 24,415,116 | $ | — | $ | 12,492,573 | |||||||||||||||||||||
| Eric Hammes | Acceleration of unvested stock options | $ | — | $ | 38,556 | $ | — | $ | 38,556 | ||||||||||||||||||||
| Acceleration of unvested RSUs | $ | — | $ | 1,270,447 | $ | — | $ | 982,833 | |||||||||||||||||||||
| Acceleration of unvested PSUs | $ | — | $ | 629,481 | $ | — | $ | 209,827 | |||||||||||||||||||||
| Acceleration of unvested DCP Balance | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||||
Benefits continuation(2) | $ | 23,883 | $ | 35,824 | $ | — | $ | — | |||||||||||||||||||||
Cash severance(2) | $ | 1,666,500 | $ | 2,025,000 | $ | — | $ | — | |||||||||||||||||||||
| Total: | $ | 1,690,383 | $ | 3,999,308 | $ | — | $ | 1,231,216 | |||||||||||||||||||||
| Mark Nance | Acceleration of unvested stock options | $ | — | $ | 331,161 | $ | — | $ | 331,161 | ||||||||||||||||||||
| Acceleration of unvested RSUs | $ | — | $ | 750,710 | $ | — | $ | 523,645 | |||||||||||||||||||||
| Acceleration of unvested PSUs | $ | — | $ | 1,478,125 | $ | — | $ | 824,958 | |||||||||||||||||||||
| Acceleration of unvested DCP Balance | $ | — | $ | — | $ | — | $ | 20,950 | |||||||||||||||||||||
Benefits continuation(2) | $ | 8,093 | $ | 12,140 | $ | — | $ | — | |||||||||||||||||||||
Cash severance(2) | $ | 1,528,925 | $ | 1,868,750 | $ | — | $ | — | |||||||||||||||||||||
| Total: | $ | 1,537,018 | $ | 4,440,886 | $ | — | $ | 1,700,714 | |||||||||||||||||||||
| Veronica Acurio | Acceleration of unvested stock options | $ | — | $ | 25,211 | $ | — | $ | 25,211 | ||||||||||||||||||||
| Acceleration of unvested RSUs | $ | — | $ | 881,296 | $ | — | $ | 684,799 | |||||||||||||||||||||
| Acceleration of unvested PSUs | $ | — | $ | 411,622 | $ | — | $ | 137,207 | |||||||||||||||||||||
| Acceleration of unvested DCP balance | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||||
Benefits continuation(2) | $ | 27,117 | $ | 40,676 | $ | — | $ | — | |||||||||||||||||||||
Cash severance(2) | $ | 1,535,600 | $ | 1,787,500 | $ | — | $ | — | |||||||||||||||||||||
| Total: | $ | 1,562,717 | $ | 3,146,305 | $ | — | $ | 847,217 | |||||||||||||||||||||
| Robert Befidi | Acceleration of unvested stock options | $ | — | $ | 237,115 | $ | — | $ | 237,115 | ||||||||||||||||||||
| Acceleration of unvested RSUs | $ | — | $ | 604,276 | $ | — | $ | 494,793 | |||||||||||||||||||||
| Acceleration of unvested PSUs | $ | — | $ | 786,336 | $ | — | $ | 387,024 | |||||||||||||||||||||
| Acceleration of unvested DCP Balance | $ | — | $ | — | $ | — | $ | 24,988 | |||||||||||||||||||||
Benefits continuation(2) | $ | 21,526 | $ | 32,288 | $ | — | $ | — | |||||||||||||||||||||
Cash severance(2) | $ | 1,448,425 | $ | 1,868,750 | $ | — | $ | — | |||||||||||||||||||||
| Total: | $ | 1,469,951 | $ | 3,528,765 | $ | — | $ | 1,143,920 | |||||||||||||||||||||
(1) The terms of the 2019 Plan provide for accelerated vesting of all unvested stock options, including performance stock options, a pro rata portion of unvested RSUs and a pro rata portion of unvested target amount of PSUs upon death. Under the terms of the DCP, upon a participant’s death, the unvested portion of the Company contributions that have been credited to the participant’s DCP account would immediately vest.
(2) Please see “Agreements with our NEOs” and “Employee Benefit Plans” for a description of the cash payments each officer would be entitled to if we terminate the officer’s employment without cause, the officer resigns with good reason, qualifying terminations within 24 months of a Change in Control, as well as a description of the post-employment restrictive covenant obligations of each officer. The amounts set forth in the table assume that the officer would have executed our standard release in connection with any termination without cause.
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Agreements with our NEOs
Proprietary Interest Agreements
We have entered into an agreement with each of our NEOs under which they are subject to certain covenants designed to protect our proprietary interests (the “Proprietary Interest Agreements”).
During and for specified periods after the officer’s employment with us, subject to certain customary exceptions, our NEOs are generally prohibited from disclosing or improperly using any of our confidential information; making any disparaging comments about us; or using trade secrets to (i) hire or solicit any of our current or recent employees, or otherwise assist or encourage any of our employees to leave employment with us, or (ii) interfere or attempt to interfere with our relationships with any of our customers or vendors. In addition, subject to certain customary exceptions, the Proprietary Interest Agreements with our NEOs provide that the officers will not compete with us, develop competing products or services or sell to or solicit purchases from our customers and prospective customers with respect to products and services about which the officer has particular knowledge or expertise for a period of twelve months following termination of employment, and will not hire or solicit any of our employees or independent contractors for a period of twenty-four months following termination of employment.
Our NEOs also agreed that, with limited exceptions, all intellectual property that the officer develops in connection with his employment with us belongs to us, and assigns us all rights the officer may have in any such intellectual property.
Letter Agreements
We have letter agreements in place with each of our NEOs providing for certain base salary and target bonus levels, each of which is subject to periodic review, eligibility for certain equity awards, relocation benefits (as applicable), and participation in our deferred compensation program and in the employee benefit plans that are maintained for our regular employees generally. The details of these elements of compensation for each of our NEOs are described in the CD&A and in the compensation tables following the CD&A. Copies of these letter agreements have been filed as exhibits to our Annual Report on Form 10-K filed with the SEC on February 12, 2026.
Officers’ and Directors’ Indemnification and Insurance
Our Second Amended and Restated Certificate of Incorporation requires us to indemnify to the full extent authorized or permitted by law any person made, or threatened to be made a party to any action or proceeding by reason of his or her service as our director or officer, or by reason of serving at our request as a director or officer of any other entity, subject to certain exceptions. Our Third Amended and Restated Bylaws provide for similar indemnification rights. In addition, each of our directors and executive officers has entered into an indemnification agreement with us that provides for substantially similar indemnification rights and under which we agreed to pay expenses in advance of the final disposition of any such indemnifiable proceeding. We have obtained directors’ and officers’ liability insurance covering all of our directors and officers.
Employee Benefit Plans
Following is a description of the material terms of the equity compensation, cash incentive compensation, non-qualified deferred compensation and severance pay plans in which our NEOs are eligible to participate. Copies of these plans have been filed as exhibits to our filings with the SEC.
Each of these plans allows the plan administrator to exercise certain discretion in the administration of the plan, and as a result the plan administrator may administer the plan in a different manner from period to period, or in a different manner with respect to different plan participants, in each case to the extent permitted under the applicable plan.
Envista Holdings Corporation 2019 Omnibus Incentive Plan
On September 17, 2019, we adopted and Danaher, in its capacity as our sole stockholder prior to the completion of the IPO, approved the Envista Holdings Corporation 2019 Omnibus Incentive Plan (as amended to date, the “2019 Plan”). The 2019 Plan is a comprehensive incentive plan that permits us to grant both equity-based and non-equity based compensation awards to our employees, non-employee directors and consultants, as well as those of our eligible subsidiaries.
In 2025, we granted to our NEOs the annual equity awards described above under “Compensation Discussion and Analysis—Analysis of 2025 Executive Compensation—Long-Term Incentive Compensation” under the 2019 Plan. We also granted to our independent directors the annual equity awards described below under “Director Compensation—Director Compensation Structure” under the 2019 Plan.
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Severance and Change in Control Plan
On November 3, 2020, the Board adopted the Envista Holdings Corporation Severance and Change in Control Plan (the “Severance Plan”) for employees designated by the Compensation Committee to be eligible to receive benefits under the Severance Plan, including the NEOs, among others. The Severance Plan provides for the payment of severance and other benefits upon a Good Reason Resignation or an involuntary termination of employment that is for reasons other than Cause, Permanent Disability or death (as defined in the Severance Plan). Subject to customary releases and agreements upon a participant’s termination of employment, the Severance Plan provides for the following payments and benefits upon a qualifying termination:
•cash payments equal to (i) the participant’s Severance Multiple (which is 2.0 for the Chief Executive Officer and 1.0 for all other participants) multiplied by the participant’s annual Base Salary plus (ii) the Severance Multiple multiplied by the participant’s Annual Bonus Target Amount;
•a cash payment equal to the participant’s pro-rated annual bonus based on actual performance for the year;
•a lump sum payment equal to the amount the Company would have otherwise contributed toward the participant’s group health, prescription, vision and dental coverage premium for a period of months equal to 12 multiplied by the participant’s Severance Multiple, subject to a maximum of 18 months; and
•the opportunity to continue enrollment and coverage in the Company’s medical, dental and vision plans under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), for the maximum COBRA coverage period available.
The Severance Plan also provides for the payment of benefits upon a Good Reason Resignation (as defined in the Severance Plan) or involuntary termination for reasons other than Cause, Permanent Disability or death that occurs within 24 months after the date of a Change in Control (as defined in the Severance Plan) as follows:
•the cash payment described above equal to the participant’s Severance Multiple increased by 0.5;
•the cash payment equal to the participant’s pro-rated annual bonus described above, determined as if the target performance goals had been achieved, subject to offset to the extent that a bonus payment is paid as a result of a Change in Control;
•full vesting of any unvested equity awards held by the participant, with performance deemed to have been achieved at the target performance level for PSUs;
•the lump sum payment for insurance premiums as described above equal to 18 months of coverage; and
•the opportunity to continue enrollment and coverage in the Company’s insurance plans under COBRA, for the maximum COBRA coverage period available.
The Severance Plan supersedes (and will not duplicate) the provisions of any severance or other plan that specifically provide the same type or types of benefits as are described in the Severance Plan, including the Envista Senior Leaders Severance Pay Plan Component of the Envista Severance Plan that was previously applicable to our NEOs.
Supplemental Retirement Program
In connection with the completion of the IPO, we adopted the Envista Holdings Corporation Excess Contribution Program (the “ECP”) and the Envista Holdings Corporation Deferred Compensation Plan (the “DCP”) (collectively, the “Supplemental Retirement Plans”). The Supplemental Retirement Plans became effective in accordance with their terms on December 18, 2019, which was the date of the completion of the disposition of our shares owned by Danaher (the “Split-Off”), and as of such time each of our NEOs who participated in the Danaher supplemental retirement programs transitioned, along with their account balances, to the respective Envista Supplemental Retirement Plans. We use the ECP and DCP to provide supplemental retirement benefits on a pre-tax basis in excess of qualified plan limitations to select management or highly compensated associates of Envista and its subsidiaries.
Effective as of January 1, 2025, the DCP was amended and restated as a continuation of the Envista Holdings Corporation Deferred Compensation Plan and the ECP. The ECP was previously established as a sub-plan under the 2019 Plan; however, effective January 1, 2025, the ECP is part of the DCP and no longer a sub-plan under the 2019 Plan. The prior version of the ECP is frozen effective January 1, 2025. Compensation earned prior to January 1, 2025 is subject to the compensation deferral
agreements then in effect, and Company contributions with respect to plan years prior to January 1, 2025 are reflected in the
prior version of the ECP. Unless otherwise stated, descriptions of the ECP in this Proxy Statement refer to the terms of the separate, frozen ECP that was in effect prior to January 1, 2025 and to the ECP as part of the DCP effective beginning on January 1, 2025.
Company Contributions under the ECP. Company Contributions under the ECP may be Matching Contributions, Non-Elective Contributions, or Discretionary Contributions (all as defined under the DCP/ECP).
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1.Matching Contributions. We will make a Matching Contribution to a participant’s ECP account as of February 1 immediately following the end of a calendar year, equal to: (a) 100% of the voluntary deferral contributions credited to a participant’s DCP account for the calendar year while such participant is employed as an associate, but not in excess of 3% of such participant’s matching compensation for such year; plus (b) 50% of the voluntary deferral contributions credited to a participant’s DCP account for the calendar year while such participant is employed as an associate, in excess of 3% but not in excess of 5% of such participant’s matching compensation for such year.
2.Non-Elective Contributions. We will make a Non-Elective Contribution to a participant’s ECP account as of February 1 immediately following the end of a calendar year, equal to 4% of a participant’s non-elective compensation for such year.
3.Discretionary Contributions. We may elect during any year to make Discretionary Contributions to a participant’s ECP account at such time and in such amount as may be determined by us in our sole discretion.
Company Contributions are denominated in fictitious shares of our Common Stock. Participants do not have any rights of equity ownership in Envista as a result of receipt of Company Contributions. Company Contributions under the ECP are vested in accordance with the following schedule:
Frozen ECP (Prior to January 1, 2025):
1. One-Year Vesting Threshold. Company Contributions prior to January 1, 2025 did not vest until the first anniversary of the date the Company Contribution was credited to a participant’s account (generally February 1 after the year it was earned). On and after such first anniversary, whether the Company Contribution was vested depended on whether it was a Matching Contribution, Non-Elective Contribution, or Discretionary Contribution.
2. Matching Contributions and Discretionary Contributions. Matching Contributions and Discretionary Contributions became fully vested on and after the first anniversary that the Matching Contribution or Discretionary Contribution (as applicable) was credited to a participant’s account.
3. Non-Elective Contributions. A Non-Elective Contribution became fully vested on and after the first anniversary that the Non-Elective Contribution was credited to a participant’s account, but only if such participant had three Years of Service (as defined under the 401(k) Plan), which for this purpose will include Years of Service with Danaher.
ECP as Part of the DCP (Effective January 1, 2025):
1. Matching Contributions. Matching Contributions are 100% vested.
2. Non-Elective Contributions. A Non-Elective Contribution becomes fully vested after a participant completes three Years of Service (as defined under the 401(k) Plan).
3. Other Discretionary Contributions. Other discretionary Company Contributions vest according to the schedule specified by the administrator on or before the time the contributions are made.
Notwithstanding the foregoing, a participant will become fully vested in all Company Contributions credited to his or her account if such participant dies while employed by Envista.
If termination of an employee’s participation in the ECP/DCP resulted from the employee’s gross misconduct, the administrator may reduce the employee’s vested interest with respect to all Company contributions to as low as zero percent.
Voluntary Deferrals. DCP participants are permitted to voluntarily defer into the program, on a pre-tax basis, up to 85% of his or her salary and/or up to 85% of his or her non-equity incentive compensation with respect to a given plan year. Notional earnings on amounts deferred under the program are credited to participant accounts based on the market rate of return of the applicable benchmark investment alternatives offered under the program. Each participant allocates the amounts he or she voluntarily defers among the available investment alternatives. Beginning January 1, 2025, deferrals of salary and bonus amounts cannot be elected to be deemed invested in Envista Common Stock. Participants may change their allocations at any time, provided that any portion of a participant’s account that is subject to the Envista Common Stock investment alternative must remain allocated to that investment alternative until the account is distributed to the participant. Participants are at all times fully vested in amounts they voluntarily defer into their DCP accounts.
Distributions. A participant generally may elect to receive a distribution of his or her DCP account balance following his or her termination of employment or on a specified future date prior to his or her termination of employment.
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The following chart generally describes the timing and manner of distribution of DCP account balances:
| Name of Plan | Timing of beginning of distribution | Period of distribution | Form of distribution | |||||||||||
| DCP | Participant may elect to begin receiving distributions on the earlier of a fixed date or termination of employment. Distributions on a fixed date must be at least 3 years after the date of election. A six-month delay will apply to distributions on a termination of employment. | Participant may elect lump sum or annual installments over a period of up to ten years. | All balances subject to the Common Stock investment alternative must be distributed in shares of Common Stock, and all other balances must be paid in cash. | |||||||||||
Only the vested portion of a participant’s ECP account will be distributed. The distribution will be a lump sum and will be paid in shares of our Common Stock. Such distribution will be paid in the seventh month following the month of the participant’s separation from service.
Certain events, such as the participant’s death or an unforeseeable emergency, may impact the timing of a distribution under the DCP or ECP.
General. Under the DCP, amounts voluntarily deferred (except for stock deferrals) are funded through a Company established irrevocable rabbi trust. Company contributions and amounts voluntarily deferred under the DCP and ECP are unsecured obligations of Envista, receive no preferential standing and are subject to the same risks as any of our other general obligations.
CEO Pay Ratio
We are providing this pay ratio disclosure in accordance with Item 402(u) of Regulation S-K promulgated under the Exchange Act. The pay ratio disclosed below is a reasonable estimate derived from our internal records using the methodology described below. This information may not be comparable to the ratio that any other company reports because other companies may have different employment and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their pay ratios.
We identified a median employee as of November 1, 2023 (the “2023 Median Employee”). SEC rules allow us to identify our median employee once every three years unless there has been a change in our employee population or employee compensation arrangements that we reasonably believe would result in a significant change in our pay ratio disclosure. In connection with determining the 2023 Median Employee, we considered only those employees that we employed as of November 1, 2023. The rest of the methodology that we used to identify the 2023 Median Employee is described in our Definitive Proxy Statement on Schedule 14A filed with the SEC on April 8, 2024.
In accordance with Item 402(u) of Regulation S-K, we concluded that there had been no change in our employee population or employee compensation arrangements that would significantly impact our pay ratio disclosure, such that, consistent with the SEC’s regulations, we could continue to use the 2023 Median Employee in calculating our CEO pay ratio for 2025.
Mr. Keel’s annual total compensation for 2025 was $10,559,567 as reflected in the Summary Compensation Table on page 45. The 2025 annual total compensation for the 2023 Median Employee, calculated in the same manner, was estimated to be $57,572. Therefore, our CEO to median employee pay ratio for 2025 is approximately 183 to 1.
Pay Versus Performance
In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are providing the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its compensation decisions for any of the years shown.
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Value of Initial Fixed $100 Investment based on:(3) | ||||||||||||||||||||||||||||||||
| Year | Summary Compensation Table Total for First PEO(1) | Compensation Actually Paid to First PEO(1)(2) | Summary Compensation Table Total for Second PEO(1) | Compensation Actually Paid to Second PEO(1)(2) | Average Summary Compensation Table Total for Non-PEO NEOs(1) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2) | Total Shareholder Return | Peer Group Total Shareholder Return | Net (Loss) Income (millions) | Adjusted EBITDA %(4) | ||||||||||||||||||||||
| 2025 | $ | — | $ | — | $ | $ | $ | $ | $ | $ | $ | % | ||||||||||||||||||||
| 2024 | $ | $ | $ | $ | $ | $ | $ | $ | $ | ( | % | |||||||||||||||||||||
| 2023 | $ | $ | ( | $ | — | $ | — | $ | $ | ( | $ | $ | $ | ( | % | |||||||||||||||||
| 2022 | $ | $ | ( | $ | — | $ | — | $ | $ | ( | $ | $ | $ | % | ||||||||||||||||||
| 2021 | $ | $ | $ | — | $ | — | $ | $ | $ | $ | $ | % | ||||||||||||||||||||
(1)The First PEO until May 1, 2024 and for 2023, 2022 and 2021 was Amir Aghdaei Paul Keel. The non-PEO NEOs for 2025 were Mr. Hammes, Mr. Nance, Ms. Acurio and Mr. Befidi.
(2)The amounts shown in the Compensation Actually Paid columns have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table (“SCT”) Total with certain adjustments as described below.
| Equity award adjustments | |||||||||||||||||||||||
| Year | Executive(s) | SCT Total | Deduct grant date fair value of equity awards reported in SCT | Add year-end value of unvested equity awards granted in year | Change in value of unvested equity awards granted in prior years | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Change in value of equity awards granted in prior years which vested in year | ||||||||||||||||
| 2025 | PEO | $ | $ | ( | $ | $ | $ | — | $ | ( | |||||||||||||
| Non-PEO NEOs | $ | $ | ( | $ | $ | $ | — | $ | |||||||||||||||
| 2024 | First PEO | $ | $ | ( | $ | $ | ( | $ | — | $ | ( | ||||||||||||
| Second PEO | $ | $ | ( | $ | $ | ( | $ | — | $ | ||||||||||||||
| Non-PEO NEOs | $ | $ | ( | $ | $ | ( | $ | ( | $ | ( | |||||||||||||
| 2023 | PEO | $ | $ | ( | $ | $ | ( | $ | — | $ | |||||||||||||
| Non-PEO NEOs | $ | $ | ( | $ | $ | ( | $ | ( | $ | ||||||||||||||
| 2022 | PEO | $ | $ | ( | $ | $ | ( | $ | — | $ | |||||||||||||
| Non-PEO NEOs | $ | $ | ( | $ | $ | ( | $ | — | $ | ||||||||||||||
| 2021 | PEO | $ | $ | ( | $ | $ | $ | — | $ | ||||||||||||||
| Non-PEO NEOs | $ | $ | ( | $ | $ | $ | — | $ | |||||||||||||||
(3)Total shareholder return (“TSR”) is determined based on the value of an initial fixed investment of $100 on December 31, 2020. The Peer Group TSR set forth in this table utilizes the S&P 500 Health Care Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report on Form 10-K for the year ended December 31, 2025. Historical stock performance is not necessarily indicative of future stock performance.
(4)We determined adjusted EBITDA margin, calculated consistent with how the Company reports adjusted EBITDA to the public, divided by the Company’s total net sales, to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2025.
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Description of Relationship Between PEO and Other NEO Compensation Actually Paid, Company TSR, and Peer Group TSR
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, the Company’s cumulative TSR over the five most recently completed fiscal years, and the TSR of the S&P 500 Health Care Index over the same period.
Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Net Income
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and our Net Income during the five most recently completed fiscal years.
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Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Adjusted EBITDA Margin
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and our adjusted EBITDA margin during the five most recently completed fiscal years.
Tabular List of Most Important Financial Performance Measures
The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and other NEOs for 2025 to Company performance. The measures in this table are not ranked.
•Core Sales Growth
•Free Cash Flow
•Adjusted EBITDA Margin
•Adjusted EPS
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Director Compensation
Director Compensation Features
P Retainers for Board and committee chairs recognize additional responsibility associated with leadership roles | ||
P Differentiating committee chair retainers based on time commitment and expertise associated with each role is majority practice | ||
P Annual equity grants with one-year vesting allow directors to accumulate meaningful ownership and prevent the possibility of entrenchment | ||
P Dollar-denominated equity awards provide for the delivery of consistent compensation levels on an annual basis regardless of price volatility | ||
P Compensation provided solely in the form of equity and cash with equity representing at least 50% of total value | ||
P Robust stock ownership guideline of 5x Board cash retainer aligns director and stockholder interests | ||
P No meeting fees, except for payments in excess of a threshold number of meetings to account for higher workloads | ||
P Absence of retirement or benefit programs avoids conflicts of interest | ||
Director Compensation Philosophy
We use a combination of cash and equity-based compensation to attract and retain qualified candidates to serve on the Board. In setting director compensation, the Board and the Compensation Committee are guided by the following principles:
•compensation should fairly pay directors for work required in a company of our size and scope, and differentiate among directors where appropriate to reflect different levels of responsibilities;
•a significant portion of the total compensation should be paid in stock-based awards to align directors’ interests with the long-term interests of our stockholders; and
•the structure of the compensation program should be simple and transparent.
Process for Setting Director Compensation
Non-employee director compensation levels are reviewed by the Compensation Committee each year, and resulting recommendations are presented to the full Board for approval. To help inform its decisions, the Compensation Committee uses an independent compensation consultant to provide information on current developments and practices in director compensation. Under the terms of the 2019 Plan, an annual limit of $700,000 per calendar year applies to the sum of all cash and equity-based awards (calculated based on the grant date fair value of such awards for financial reporting purposes) granted to each non-management director for services as a member of the Board. This annual limit does not apply to compensation (including equity awards and cash compensation) paid to any non-management director who also provides services to Envista outside of such director’s ordinary duties as a director (e.g., as a consultant to the Company) for such other services.
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Director Compensation Structure
Non-employee directors receive an annual cash retainer and an annual equity award of restricted stock units (“RSUs”) for service on the Board, as well as additional cash retainers for the Chair of the Board or chair of a committee, as applicable. Cash retainers are paid in four, equal installments following each quarter of service. The annual equity awards are granted each year immediately following the annual meeting of stockholders. The following table sets forth the cash and equity compensation for non-employee directors in effect during fiscal 2025:
| Annual Cash Retainer | $100,000 | ||||
| Annual Equity Award | $200,000 | ||||
| Board Chair Cash Retainer | $75,000 | ||||
| Board Chair Equity Award | $75,000 | ||||
| Audit Committee Chair Cash Retainer | $25,000 | ||||
| Compensation Committee Chair Cash Retainer | $20,000 | ||||
| Nominating and Governance Committee Chair Cash Retainer | $15,000 | ||||
| Meeting Fees | $2,000 for each Board and committee meeting attended in excess of 20 meetings (in aggregate) in a calendar year, including meetings of the Finance Committee. | ||||
The annual equity award of RSUs vests on the first anniversary of the date of grant, prorated for the first year of service on the Board, with the underlying shares being issued on the vesting date or such later date as selected by the non-employee director in a valid deferral election (or in each case the next business day thereafter if such date is not a business day). Directors are also reimbursed for out-of-pocket expenses, including travel expenses, related to the director’s service on the Board.
Changes to Non-Employee Director Compensation for 2026
In 2025, the Compensation Committee engaged FW Cook to review and analyze non-employee director compensation. The Consultant presented its report and analysis to the Compensation Committee and compared the Company’s non-employee director compensation program with the pay program in place for non-employee directors at the Company’s peer group companies used for executive officer compensation decisions (see “Compensation Peer Group Analysis” above). FW Cook noted that the Company’s director compensation program is generally consistent with prevailing market practice and the practice of the Company’s peer group, except that per-director total compensation was slightly below the peer group median. FW Cook recommended an increase of $15,000 to the annual equity retainer, from $200,000 to $215,000 to address this gap and to anticipate future market movement. The Compensation Committee also discussed with FW Cook the retainers for the committee chairs, noting that the Audit Committee’s responsibilities had increased over the past several years. Accordingly, in November 2025, the Compensation Committee recommended to the Board for approval, and the Board approved, (i) an increase to the annual equity award payable to our non-employee directors from $200,000 to $215,000, effective with the annual equity award to be granted in 2026, and (ii) an increase in the annual cash retainer for the Audit Committee chair from $25,000 to $30,000, effective January 1, 2026.
Director Stock Ownership Requirements and Hedging / Pledging Policy
Our Board has adopted stock ownership requirements for our non-management directors, providing that each director must retain at least five times the value of his or her annual cash retainer in our Common Stock within five years of his or her initial election or appointment. Once a director reaches this level, the number of shares then becomes the director’s minimum ownership requirement (even if his or her retainer increases or the fair market value of such shares subsequently declines).
Under the policy, beneficial ownership includes RSUs and restricted shares held by the director and shares in which the director or his or her spouse or child has a direct or indirect interest.
In addition, our Board has adopted a policy that prohibits any director or executive officer from pledging as security under any obligation any shares of our Common Stock that he or she directly or indirectly owns and controls. The Board also adopted a
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policy that prohibits our directors and employees from engaging in any transactions involving a derivative of our securities, including hedging transactions.
Director Summary Compensation Table
The table below summarizes the compensation paid to the non-management directors for the year ended December 31, 2025. Mr. Keel was a member of the Board during 2025 but did not receive any additional compensation for services provided as a director.
| NAME | FEES EARNED OR PAID IN CASH ($) | STOCK AWARDS ($) (1) | TOTAL ($) | |||||||||||||||||||||||
| Scott Huennekens | $175,000 | $275,042 | $450,042 | |||||||||||||||||||||||
| Wendy Carruthers | $120,000 | $200,013 | $320,013 | |||||||||||||||||||||||
| Kieran T. Gallahue | $115,000 | $200,013 | $315,013 | |||||||||||||||||||||||
Barbara Hulit(2) | $100,000 | $200,013 | $300,013 | |||||||||||||||||||||||
| Vivek Jain | $100,000 | $200,013 | $300,013 | |||||||||||||||||||||||
J. Andrew Pierce(3) | $20,833 | $183,375 | $204,208 | |||||||||||||||||||||||
| Daniel A. Raskas | $100,000 | $200,013 | $300,013 | |||||||||||||||||||||||
| Christine Tsingos | $131,000 | $200,013 | $331,013 | |||||||||||||||||||||||
(1)The amounts reflected in this column represent the aggregate grant date fair value of the applicable award computed in accordance with ASC Topic 718. With respect to stock awards, the grant date fair value under ASC Topic 718 is calculated based on the number of shares of Common Stock underlying the award, times the closing price of a share of our Common Stock on the date of grant. On June 10, 2025, we granted 14,370 RSUs to our Board Chair and 10,450 RSUs to each of our other non-employee directors, determined by dividing the total grant value by the closing price of the Company’s Common Stock on the date of grant ($19.14) and rounding up to the nearest multiple of five. On July 14, 2025, we granted a pro-rated annual RSU award to Mr. Pierce (9,155 shares) in connection with his joining the Board. The RSUs granted to each of our non-employee directors will vest on June 10, 2026, subject to continued service on the Board through such date, and to the extent vested, will be settled in shares of Common Stock on the vesting date or such later date as elected by the non-employee director in a valid deferral election. As of December 31, 2025, each of our current non-employee directors held 10,450 unvested RSUs, other than Mr. Huennekens, who held 14,370 unvested RSUs, and Mr. Pierce, who held 9,155 unvested RSUs. Ms. Hulit forfeited her unvested RSUs upon her resignation from the Board effective on September 26, 2025.
(2)Ms. Hulit resigned from the Board effective September 26, 2025.
(3)Mr. Pierce joined the Board on July 14, 2025.
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Proposal 2. Ratification of Independent Registered Public Accounting Firm
The Audit Committee on behalf of the Company has selected Ernst & Young LLP, an international accounting firm of independent certified public accountants, to act as the independent registered public accounting firm for the Company and its consolidated subsidiaries for the year ending December 31, 2026. Representatives of 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 will be available to respond to appropriate questions. Although stockholder approval of the selection of Ernst & Young LLP is not required by law, the Board of Directors believes that it is advisable to give our stockholders an opportunity to ratify this selection. If this proposal is not approved by our stockholders at the Annual Meeting, the Audit Committee will reconsider its selection of Ernst & Young LLP. Even if the selection of Ernst & Young LLP is ratified, the Audit Committee in its discretion may select a different independent 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 recommends that stockholders vote “FOR” the ratification of the appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for 2026. | ||
Fees Paid to Independent Registered Public Accounting Firm
Aggregate fees for professional services rendered by our independent registered public accounting firm, Ernst & Young LLP, for 2024 and 2025 are set forth in the table below.
| FEE CATEGORIES | FISCAL 2025 FEES | FISCAL 2024 FEES | ||||||
Audit Fees (1) | $5,953,687 | $8,637,999 | ||||||
Audit-Related Fees (2) | $— | $12,108 | ||||||
Tax Fees (3) | $43,678 | $246,760 | ||||||
All Other Fees (4) | $— | $16,465 | ||||||
| TOTAL FEES | $5,997,365 | $8,913,332 | ||||||
(1)Audit Fees consist of fees for the audit of annual financial statements, reviews of quarterly financial statements, statutory audits, consents, review of documents filed with the SEC and other services normally provided by the auditor in connection with statutory and regulatory filings or engagements.
(2)Audit-Related Fees consist of fees billed for assurance and related services reasonably related to the performance of the audit or review of financial statements that are not reported under “Audit Fees” above, including employee benefit plan audits and consultations concerning financial accounting and reporting standards.
(3)Tax Fees consist of fees billed for professional services for tax compliance, tax advice and tax planning. These services include assistance regarding federal, state and international tax compliance, assistance with tax reporting requirements and audit compliance, mergers and acquisitions tax diligence, and tax advice on international, federal and state tax matters. None of these services were provided under contingent fee arrangements. Tax compliance fees were $43,678 and $16,306 in fiscal 2025 and 2024, respectively. All other tax fees were $0 and $230,454 in fiscal 2025 and 2024, respectively.
(4)All Other Fees consist of fees for products and services provided by Ernst & Young LLP, other than the services reported under “Audit Fees,” “Audit-Related Fees” or “Tax Fees” above.
Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors
Under its charter, the Audit Committee must pre-approve all auditing services and permitted non-audit services (including the fees and terms of such services) to be performed for the Company and its consolidated subsidiaries by our independent registered public accounting firm, subject to the de minimis exception for non-audit services under Section 10A(i)(1)(B) of the Exchange Act that are approved by the Audit Committee prior to the completion of the audit. The Audit Committee may delegate to a subcommittee of one or more members the authority to grant preapprovals of audit and permitted non-audit services, provided that decisions of such subcommittee to grant preapprovals will be presented to the full Audit Committee at its next scheduled meeting. All of the fees described above under audit fees, audit-related fees, tax fees and all other fees were pre-approved by the Audit Committee pursuant to its pre-approval policies and procedures.
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Audit Committee Report
This report is not deemed to be “soliciting material” or to be “filed” with the SEC or subject to the SEC’s proxy rules or to the liabilities of Section 18 of the Securities Exchange Act of 1934, and shall not be deemed to be incorporated by reference into any prior or subsequent filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent we specifically incorporate this report by reference therein.
The Audit Committee assists the Board in overseeing the quality and integrity of Envista’s financial statements, the effectiveness of Envista’s internal control over financial reporting, the qualifications, independence and performance of Envista’s independent auditors, the performance of Envista’s internal audit function, Envista’s compliance with legal and regulatory requirements, and Envista’s major financial risk exposures, overall risk assessment and risk management policies.
The Audit Committee is directly responsible for the appointment, compensation and oversight of the independent registered public accounting firm retained to audit Envista’s financial statements, and has appointed Ernst & Young LLP as Envista’s independent registered public accounting firm for 2026. In determining whether to reappoint Ernst & Young as Envista’s independent auditor, the Audit Committee took into consideration a number of factors, including the firm’s tenure, independence, global capability and expertise and performance. Ernst & Young has served as Envista’s independent registered public accounting firm since 2019. The Audit Committee is also responsible for the audit fee negotiations associated with Envista’s retention of Ernst & Young. Envista’s Board of Directors and Audit Committee believe they have undertaken appropriate steps with respect to oversight of Ernst & Young’s independence and that the continued retention of Ernst & Young to serve as Envista’s independent registered public accounting firm is in the best interests of Envista and its stockholders.
In fulfilling its responsibilities, the Audit Committee has reviewed and discussed with Envista’s management and Ernst & Young Envista’s audited consolidated financial statements.
The Audit Committee has discussed with Ernst & Young the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (PCAOB) and the SEC. In addition, the Audit Committee has received the written disclosures and the letter from Ernst & Young required by the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with Ernst & Young its independence. The Audit Committee has concluded that Ernst & Young’s provision of non-audit services is compatible with Ernst & Young’s independence.
Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the audited consolidated financial statements for Envista for the fiscal year ended December 31, 2025 be included in Envista’s Annual Report on Form 10-K for the year ended December 31, 2025 for filing with the SEC.
Audit Committee of the Board of Directors
Christine Tsingos (Chair)
Scott Huennekens
J. Andrew Pierce
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Proposal 3. Advisory Vote on Named Executive Officer Compensation
In accordance with Section 14A of the Exchange Act, we are asking our stockholders to vote at the Annual Meeting to approve, on an advisory basis, the compensation of our Named Executive Officers as disclosed in this Proxy Statement. Our advisory vote on Named Executive Officer compensation currently occurs on an annual basis, until the Board determines that a different frequency for this advisory vote is in the best interest of our stockholders. The Company’s stockholders are being asked to vote, on an advisory basis, on “Proposal 4: Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation” at the Annual Meeting. The Board is recommending that future advisory votes on Named Executive Officer compensation continue to be held every one year. Should the every “one year” option again be selected by the Board, our next stockholder advisory vote on Named Executive Officer compensation would be expected to occur at the 2027 Annual Meeting of Stockholders.
As discussed in detail under the heading “Compensation Discussion and Analysis,” our executive compensation program is designed to attract and retain executives with the leadership skills, attributes and experience necessary to succeed in an enterprise with our complexity and global footprint; motivate executives to perform consistently at or above the levels that we expect, over the long-term and through a range of economic cycles; and link compensation to the achievement of corporate goals that we believe best correlate with the creation of long-term stockholder value.
Our executive compensation program is structured within a strong framework of corporate governance with a mix of short and long-term incentive compensation, emphasizing long-term. Our executive compensation program rewards executive officers when they build long-term stockholder value, achieve annual business goals and maintain long-term careers with us.
We are asking our stockholders to indicate their support for our Named Executive Officer compensation as described in this Proxy Statement. Accordingly, we are asking our stockholders to vote on an advisory basis “FOR” the following non-binding resolution:
“RESOLVED, that the compensation paid to the Company’s Named Executive Officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby approved.”
The vote on this proposal is not intended to address any specific element of compensation; rather, the vote relates to all compensation relating to our Named Executive Officers, as described in this Proxy Statement. The vote is advisory and is not binding on the Company, the Board, or the Compensation Committee, and will not be construed as overruling a decision by, or creating or implying any additional fiduciary duty for, the Company, the Board, or the Compensation Committee. However, the Board and Compensation Committee value the opinions expressed by stockholders in their votes on this proposal and will consider the outcome of the vote when making future compensation decisions and policies regarding our executive officers.
The Board of Directors recommends that stockholders vote “FOR” the resolution set forth in Proposal 3. | ||
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Proposal 4. Advisory Vote on Frequency of Future Advisory Votes on Named Executive Officer Compensation
In accordance with Section 14A of the Exchange Act, we are asking our stockholders to vote at the Annual Meeting to indicate, on an advisory basis, how frequently we should seek future advisory votes on the compensation of our Named Executive Officers. By voting on this Proposal 4, stockholders may indicate whether they would prefer an advisory vote on Named Executive Officer compensation every one, two, or three years. Stockholders may instead abstain from casting a vote on this Proposal.
After careful consideration of this Proposal, our Board has determined that an advisory vote on Named Executive Officer compensation that occurs every year is the most appropriate alternative for the Company at this time, and therefore our Board recommends that you vote for a one-year interval for the advisory vote on Named Executive Officer compensation. In formulating its recommendation, our Board considered that an annual advisory vote on Named Executive Officer compensation will allow our stockholders to provide us with their direct, timely input on our executive compensation program as disclosed in the proxy statement every year. An annual vote is therefore consistent with the Company’s efforts to engage our stockholders on executive compensation and corporate governance matters.
You may cast your vote on your preferred voting frequency by choosing the option of one year, two years, three years or abstain from voting when you vote, on an advisory basis on this Proposal 4.
The option of one year, two years or three years that receives the highest number of votes cast by stockholders will be the frequency for the advisory vote on Named Executive Officer compensation that has been selected by stockholders. However, because this vote is advisory and not binding on the Board, the Board may decide that it is in the best interests of our stockholders and the Company to hold an advisory vote on Named Executive Officer compensation more or less frequently than the option approved by our stockholders.
The Board of Directors recommends that stockholders vote for future advisory votes relating to the company’s Named Executive Officer compensation to be held every “ONE YEAR” | ||
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Equity Compensation Plan Information
This table provides information as of December 31, 2025 about our Common Stock that may be issued upon the exercise of options, warrants and rights under the Company’s equity and deferred compensation plans.
| PLAN CATEGORY | NUMBER OF SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS (A) (1) | WEIGHTED-AVERAGE EXERCISE PRICE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS (B) (2) | NUMBER OF SECURITIES REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS (EXCLUDING SECURITIES REFLECTED IN COLUMN (A)) (C) | |||||||||||||||||
Equity compensation plans approved by security holders (3) | 10,987,326 | $24.25 | 7,984,832(4) | |||||||||||||||||
Equity compensation plans not approved by security holders (5) | — | — | 134,000 | |||||||||||||||||
| Total | 10,987,326 | $24.25 | 8,118,832 | |||||||||||||||||
(1) Includes 217,371 notional shares of our Common Stock that must be distributed in shares of Common Stock under the terms of the Company's deferred compensation arrangements.
(2) The RSUs and PSUs that have been issued under the 2019 Plan do not require a payment by the recipient at the time of vesting. In addition, under our DCP and ECP deferred compensation arrangements, participants receive their distribution in shares of Common Stock at no additional cost. As a result, the weighted-average exercise price in column (B) does not take these awards into account.
(3) These comprise the 2019 Plan as well as our deferred compensation plans (the DCP and ECP) which provide for employee and employer contributions into notional shares.
(4) These shares are available for future issuance under the 2019 Plan, inclusive of our deferred compensation plan employer contributions (ECP), as well as our deferred compensation plan employee contributions (DCP). See “Employee Benefit Plans—Envista Holdings Corporation 2019 Omnibus Incentive Plan” for a description of the types of awards issuable under the 2019 Plan, and “Employee Benefit Plans—Supplemental Retirement Program” for a description of our deferred compensation arrangements.
(5) Represents additional shares registered with the SEC for future issuance under our deferred compensation arrangements.
Other Matters
Management is not aware of any other business that may come before the meeting. However, if additional matters properly come before the meeting, proxies will be voted at the discretion of the proxy holders.
Website Disclosure
We may provide disclosure in the “Investors – Governance” section of our corporate website, http://www.envistaco.com, of any of the following:
•the identity of the presiding director at meetings of non-management or independent directors, or the method of selecting the presiding director if such director changes from meeting to meeting;
•the method for interested parties to communicate directly with the Board or with individual directors, the independent Chairperson of the Board, or if the Chairperson is not independent, the Lead Independent Director, or the non-management or independent directors as a group;
•the identity of any member of the Audit Committee, if any, who also serves on the audit committees of more than three public companies and a determination by the Board that such simultaneous service will not impair the ability of such member to effectively serve on our Audit Committee;
•contributions by us to a tax-exempt organization in which any non-management director serves as an executive officer if, within the preceding three years, contributions in any single fiscal year exceeded the greater of $1 million or 2% of such tax exempt organization’s consolidated gross revenues; and
•any amendment to the Code of Conduct that relates to any element of the code of ethics definition enumerated in Item 406(b) of Regulation S-K, and any waiver from a provision of the Code of Conduct granted to any of our directors, principal executive officer, principal financial officer, principal accounting officer, or any other executive officer within four business days following the date of such amendment or waiver.
Information from our website is not incorporated by reference into this Proxy Statement.
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Stockholder Proposals for Next Year’s Annual Meeting
Pursuant to Rule 14a-8 under the Exchange Act, a stockholder who wishes to have a proposal included in our proxy statement for the 2027 Annual Meeting of Stockholders must submit the proposal in writing to our Secretary at our principal executive offices, 200 S. Kraemer Boulevard, Building E, Brea, CA 92821, for receipt no later than December 8, 2026 in order to be considered for inclusion.
Stockholders intending to present a proposal or make a director nomination at the 2027 Annual Meeting of Stockholders without having it included in our proxy statement must comply with the advance notice requirements set forth in our Third Amended and Restated Bylaws. If a stockholder fails to provide timely notice of a proposal to be presented at the 2027 Annual Meeting of Stockholders, the proxies provided to the Board will have discretionary authority to vote on any such proposal which may properly come before the meeting. Assuming that the 2027 Annual Meeting of Stockholders is held during the period from April 19, 2027 to June 18, 2027 (as it is expected to be), in order to comply with the advance notice requirements set forth in our Third Amended and Restated Bylaws, appropriate notice would need to be provided to our Secretary at the address noted above no earlier than January 19, 2027 and no later than February 18, 2027.
In addition to satisfying the applicable advance notice requirements set forth in our Third Amended and Restated Bylaws for director nominations, stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide us with notice that complies with the information and timing requirements of Rule 14a-19 under the Exchange Act. The deadline under Rule 14a-19 for providing us with notice of a solicitation of proxies in support of director nominees other than our nominees at the 2027 annual meeting is March 20, 2027 unless the date of the 2027 annual meeting is more than 30 calendar days before or after May 19, 2027, in which case notice must be provided by the later of 60 calendar days prior to the date of the 2027 annual meeting or the 10th calendar day following the day on which we first make a public announcement of the date of the 2027 annual meeting. However, the deadline for us to receive notice of a stockholder’s nomination of a director nominee is an earlier date, as reflected above.
| By Order of the Board of Directors, | |||||
| Mark Nance | |||||
| Secretary | |||||
Dated: April 7, 2026
COPIES OF OUR ANNUAL REPORT, THIS PROXY STATEMENT, PROXY CARD OR VOTING INSTRUCTION FORM MAY BE OBTAINED, WITHOUT CHARGE, BY WRITING TO ENVISTA OR AT WWW.PROXYVOTE.COM. REQUESTS SHOULD BE SENT TO THE ATTENTION OF INVESTOR RELATIONS AT OUR CORPORATE OFFICES WHICH ARE LOCATED AT 200 S. KRAEMER BOULEVARD, BUILDING E, BREA, CA 92821.
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APPENDIX A
ENVISTA HOLDINGS CORPORATION
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES (UNAUDITED)
Core Sales Growth 1
| Consolidated | % Change Year Ended December 31, 2025 vs. Comparable 2024 Period | % Change Year Ended December 31, 2024 vs. Comparable 2023 Period | |||||||||
| Total sales growth | 8.3 | % | (2.2) | % | |||||||
| Less the impact of: | |||||||||||
| Acquisitions | (0.2) | % | — | % | |||||||
| Currency exchange rates | (1.6) | % | 0.7 | % | |||||||
| Core sales growth | 6.5 | % | (1.5) | % | |||||||
1 We use the term “core sales” to refer to GAAP revenue excluding (1) sales from acquired businesses recorded prior to the first anniversary of the acquisition (“acquisitions”), (2) sales from discontinued products and (3) the impact of currency translation. Sales from discontinued products includes major brands or products that Envista has made the decision to discontinue as part of a portfolio restructuring. Discontinued brands or products consist of those which Envista (1) is no longer manufacturing, (2) is no longer investing in the research or development of, and (3) expects to discontinue all significant sales within one year from the decision date to discontinue. The portion of sales attributable to discontinued brands or products is calculated as the net decline of the applicable discontinued brand or product from period-to-period. The portion of GAAP revenue attributable to currency exchange rates is calculated as the difference between (a) the period-to-period change in sales and (b) the period-to-period change in sales after applying current period foreign exchange rates to the prior year period. We use the term “core sales growth” to refer to the measure of comparing current period core sales with the corresponding period of the prior year.
Adjusted EBITDA
| Year Ended December 31, 2025 | Year Ended December 31, 2024 | ||||||||||
| Net Income (Loss) | $ | 47.0 | $ | (1,118.6) | |||||||
| Interest expense, net | 36.6 | 46.4 | |||||||||
| Income tax expense | 130.2 | 33.9 | |||||||||
| Depreciation | 40.1 | 40.8 | |||||||||
| Amortization of acquisition-related and other intangible assets | 75.9 | 82.3 | |||||||||
Goodwill and intangible asset impairment A | — | 1,153.8 | |||||||||
Restructuring costs and asset impairments B | 32.5 | 49.9 | |||||||||
Fair value adjustment of acquisition-related inventory C | 2.0 | — | |||||||||
Litigation settlement D | 0.8 | 6.5 | |||||||||
Loss on equity investments, net E | 6.2 | 1.1 | |||||||||
Acquisition related expenses F | 0.4 | — | |||||||||
| Adjusted EBITDA | $ | 371.7 | $ | 296.1 | |||||||
| Adjusted EBITDA as a % of Sales | 13.7 | % | 11.8 | % | |||||||
A -1
Adjusted Net Income
| Year Ended December 31, 2025 | Year Ended December 31, 2024 | ||||||||||
| Net Income (Loss) | $ | 47.0 | $ | (1,118.6) | |||||||
| Amortization of acquisition-related and other intangible assets | 75.9 | 82.3 | |||||||||
Goodwill and intangible asset impairment A | — | 1,153.8 | |||||||||
Restructuring costs and asset impairments B | 32.5 | 49.9 | |||||||||
Fair value adjustment of acquisition-related inventory C | 2.0 | — | |||||||||
Litigation settlement D | 0.8 | 6.5 | |||||||||
Loss on equity investments, net E | 6.2 | 1.1 | |||||||||
Acquisition related expenses F | 0.4 | — | |||||||||
Tax effect of adjustments reflected above G | (27.1) | (77.3) | |||||||||
Discrete tax adjustments and other tax-related adjustments H | 64.4 | 28.8 | |||||||||
| Adjusted Net Income | $ | 202.1 | $ | 126.5 | |||||||
Adjusted Diluted Earnings Per Share
| Year Ended December 31, 2025 | Year Ended December 31, 2024 | ||||||||||
| Diluted Earnings (Loss) Per Share | $ | 0.28 | $ | (6.50) | |||||||
| Amortization of acquisition-related and other intangible assets | 0.45 | 0.48 | |||||||||
Goodwill and intangible asset impairment A | — | 6.66 | |||||||||
Restructuring costs and asset impairments B | 0.19 | 0.29 | |||||||||
Fair value adjustment of acquisition-related inventory C | 0.01 | — | |||||||||
Litigation settlement D | — | 0.04 | |||||||||
Loss on equity investments, net E | 0.04 | 0.01 | |||||||||
Acquisition related expenses F | — | — | |||||||||
Tax effect of adjustments reflected above G | (0.16) | (0.45) | |||||||||
Discrete tax adjustments and other tax-related adjustments H | 0.38 | 0.17 | |||||||||
Net (loss) to adjusted net income share adjustment I | — | 0.03 | |||||||||
| Adjusted Diluted Earnings Per Share | $ | 1.19 | $ | 0.73 | |||||||
Reconciliation of Operating Cash Flows to Free Cash Flow
| Year Ended December 31, 2025 | Year Ended December 31, 2024 | ||||||||||
| Net Cash Provided by Operating Activities | $ | 275.7 | $ | 336.5 | |||||||
| Less: payments for additions to property, plant and equipment (capital expenditures) | (45.3) | (33.8) | |||||||||
| Plus: proceeds from sales of property, plant and equipment | 0.5 | 0.1 | |||||||||
| Free Cash Flow | $ | 230.9 | $ | 302.8 | |||||||
| FCF to Adjusted Net Income Conversion Ratio | 114 | % | 239 | % | |||||||
See the accompanying Notes to Reconciliation of GAAP to Non-GAAP Financial Measures
A -2
ENVISTA HOLDINGS CORPORATION
NOTES TO RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES (UNAUDITED)
A Represents impairment charge related to goodwill and certain intangible assets.
B We exclude impairment of certain long-lived assets, executive transition costs, and cost incurred pursuant to discrete restructuring plans.
C Represents the fair value adjustment related to inventory acquired in connection with acquisitions.
D Represents the settlement of certain litigation matters.
E Represents losses on equity investments.
F Represents acquisition-related transaction expenses and integration costs with respect to business combinations.
G This line item reflects the aggregate tax effect of all pretax adjustments reflected in the preceding line items of the table using each adjustment's applicable tax rate, including the effect of interim tax accounting requirements of Accounting Standards Codification Topic 740 Income Taxes.
H The discrete tax matters primarily relate to excess tax benefits from stock-based compensation, changes in estimates associated with prior period uncertain tax positions and audit settlements, tax benefits resulting from a change in law, changes in determination of realization of certain deferred tax assets and tax expense related to the restructuring of certain intercompany loans.
I The Company was in a net loss position for the year ended December 31, 2024, therefore no shares reserved for issuance upon exercise of stock options, vesting of restricted stock and performance stock units or assumed conversion of the convertible senior notes due 2025 were included in the computation of diluted loss per share as their inclusion would have been anti-dilutive. However, given that the adjustments noted in footnotes A-H resulted in adjusted net income for the year ended December 31, 2024, the dilutive impact of stock options, restricted stock and performance stock units and assumed conversion of the convertible senior notes due 2025 are being included to arrive at adjusted diluted shares outstanding.
Statement Regarding Non-GAAP Measures
Each of the non-GAAP measures set forth above should be considered in addition to, and not as a replacement for or superior to, the comparable GAAP measure, and may not be comparable to similarly titled measures reported by other companies. Management believes that these measures provide useful information to investors by offering additional ways of viewing Envista Holdings Corporation's (“Envista” or the “Company”) results that, when reconciled to the corresponding GAAP measure, help our investors to:
•with respect to Adjusted Net Income, Adjusted Diluted Earnings Per Share and Adjusted EBITDA, understand the long-term profitability trends of Envista’s business and compare Envista’s profitability to prior and future periods and to Envista’s peers;
•with respect to Core Sales, identify underlying growth trends in Envista’s business and compare Envista’s revenue performance with prior and future periods and to Envista’s peers;
•with respect to Adjusted EBITDA, help investors understand operational factors associated with a company’s financial performance because it excludes the following from consideration: interest, taxes, depreciation, amortization, and infrequent or unusual losses or gains such as goodwill impairment charges or nonrecurring and restructuring charges. Management uses Adjusted EBITDA, as a supplemental measure for assessing operating performance in conjunction with related GAAP amounts. In addition, Adjusted EBITDA is used in connection with operating decisions, strategic planning, annual budgeting, evaluating Company performance and comparing operating results with historical periods and with industry peer companies; and
•with respect to Free Cash Flow (the “FCF Measure”), understand Envista’s ability to generate cash without external financings, strengthen its balance sheet, invest in its business and grow its business through acquisitions and other strategic opportunities (although a limitation of free cash flow is that it does not take into account the Company’s debt service requirements and other non-discretionary expenditures, and as a result the entire Free Cash Flow amount is not necessarily available for discretionary expenditures).
Management uses these non-GAAP measures to measure the Company’s operating and financial performance.
A -3
The items excluded from the non-GAAP measures set forth above have been excluded for the following reasons:
•With respect to Adjusted Net Income, Adjusted Diluted Earnings Per Share and Adjusted EBITDA:
◦We exclude the amortization of acquisition-related and other intangible assets because the amount and timing of such charges are significantly impacted by the timing, size, number and nature of the acquisitions we consummate. While we have a history of significant acquisition activity, we do not acquire businesses on a predictable cycle, and the amount of an acquisition’s purchase price allocated to intangible assets and related amortization term are unique to each acquisition and can vary significantly from acquisition to acquisition. Exclusion of this amortization expense facilitates more consistent comparisons of operating results over time between our newly-acquired and long-held businesses, and with both acquisitive and non-acquisitive peer companies. We believe, however, that it is important for investors to understand that such intangible assets contribute to revenue generation and that intangible asset amortization related to past acquisitions will recur in future periods until such intangible assets have been fully amortized.
◦With respect to the other items excluded from Adjusted Net Income, Adjusted Diluted Earnings Per Share and Adjusted EBITDA, we exclude these items because they are of a nature and/or size that occur with inconsistent frequency, occur for reasons that may be unrelated to Envista's commercial performance during the period and/or we believe that such items may obscure underlying business trends and make comparisons of long-term performance difficult.
•With respect to core sales, we exclude (1) the effect of acquisitions and divested product lines because the timing, size, number and nature of such transactions can vary significantly from period-to-period and between us and our peers, which we believe may obscure underlying business trends and make comparisons of long-term performance difficult, (2) sales from discontinued products because discontinued products do not have a continuing contribution to operations and management believes that excluding such items provides investors with a means of evaluating our on-going operations and facilitates comparisons to our peers, and (3) the impact of currency translation because it is not under management’s control, is subject to volatility and can obscure underlying business trends.
•With respect to the FCF Measure, we adjust for payments for additions to property, plant and equipment (net of the proceeds from capital disposals) to demonstrate the amount of operating cash flow for the period that remains after accounting for the Company’s capital expenditure requirements.
A -4