Enovis Corp

This advisory proposal asks stockholders to approve, on a non-binding basis, the Company’s 2025 executive compensation as disclosed in the proxy materials. Management is seeking this endorsement to confirm investor support for its compensation framework, which emphasizes pay-for-performance through a mix of base salary, annual cash bonuses tied to net sales and adjusted EBITDA, and long‑term equity awards (50% PRSUs tied to relative TSR and 50% time‑vested RSUs). The Company points to its prior strong say‑on‑pay result (approximately 98% support in 2025) and ongoing shareholder engagement as evidence of alignment. Key contextual factors include the use of PRSUs with a relative TSR comparator (S&P 500 Health Care Equipment Select Industry Index) and a “negative” TSR cap that limits maximum payout if absolute TSR is negative, designed to tie pay to relative market performance and avoid outsized payouts in down markets. Management also highlights controls such as caps on AIP payouts, clawback policy, prohibition on hedging and pledging, and robust stock ownership requirements to mitigate excessive risk-taking. Potential investor concerns include the size of some CEO and senior executive awards (including large grant values for 2025) and the continued use of relative TSR metrics which can be sensitive to index composition and market cycles. The Board recommends a FOR vote, arguing that the program balances short‑ and long‑term incentives and aligns executives with stockholder interests, while the vote remains non-binding and the Board will consider the outcome in future compensation decisions. For sophisticated evaluation, one should weigh historic shareholder support and the program’s structural safeguards against dilution and the magnitude of grants relative to peers and performance outcomes.

This management proposal requests shareholder approval for a third amendment to the 2020 Omnibus Incentive Plan to add 3,650,000 additional shares (bringing the total authorized under the plan to 7,971,666 if approved) and to raise the annual cap on aggregate equity and cash compensation for Outside Directors from $350,000 to $750,000 (with a higher transitional allowance when a director is newly elected or newly designated as lead/chair). Management seeks approval because the current share reserve is effectively depleted (0 shares available as of March 10, 2026) and the Board believes additional shares are necessary to continue annual equity grants that align employee and director incentives with long‑term stockholder value. The proposal includes governance features intended to limit dilution and misuse: a one‑for‑one share counting method, minimum vesting periods, limits on repricing without stockholder approval, clawback provisions, and committee administration by independent directors. The company discloses historical burn rate and overhang metrics and projects the requested share increase would satisfy equity needs for approximately two years under current assumptions, but warns that actual usage depends on hires, award mix, forfeitures, acquisitions and stock price movement. Dilution and optics are key investor considerations: the requested 3,650,000 shares represent ~6.37% potential dilution based on outstanding shares as of March 10, 2026, and approval would raise potential fully-diluted overhang to ~13.82%; proxy advisory firms often scrutinize both share requests and director award limits. The Board’s recommendation to vote FOR rests on the view that equity incentives are critical for recruitment and retention, alignment with stockholders and competitive director compensation; sophisticated investors should weigh the company’s disclosed share usage, projected runway, governance guardrails and the tradeoff between dilution and the value of continuing a pay-for-performance equity program when evaluating the merits of this amendment.